Filed Pursuant to Rule 424(b)(3)
Registration No. 333- 276929

PROXY STATEMENT FOR SPECIAL MEETING OF STOCKHOLDERS OF
INCEPTION GROWTH ACQUISITION LIMITED
AND PROSPECTUS FOR UP TO 21,546,684 ORDINARY SHARES, 9,896,250 WARRANTS,
AND 9,896,250 ORDINARY SHARES ISSUABLE UPON EXERCISE OF WARRANTS
OF IGTA MERGER SUB LIMITED

Proxy Statement/Prospectus dated May 27, 2025
and first mailed to the stockholders of Inception Growth Acquisition Limited on or about June 3, 2025

To the Stockholders of Inception Growth Acquisition Limited:

You are cordially invited to attend the Special Meeting of the Stockholders of Inception Growth Acquisition Limited (“Inception Growth,” “IGTA,” “we,” “our,” or “us”), which will be held at the offices of Loeb & Loeb LLP, 2206-19 Jardine House, 1 Connaught Place Central, Hong Kong SAR on July 1, 2025, at 10 a.m. local time (the “Special Meeting”) and virtually using the following dial-in information:

The board of directors of Inception Growth (the “Inception Growth Board” or “IGTA Board”) has determined to utilize virtual stockholder meeting technology, and encourages stockholders to attend the Special Meeting virtually.

Inception Growth is a Delaware corporation incorporated as a blank check company for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or other similar business combination with one or more businesses or entities, which we refer to as a “target business.” The business combination will be completed through a two-step process consisting of the Redomestication Merger (as defined below) and the Share Exchange (as defined below). The Redomestication Merger and the Share Exchange are collectively referred to herein as the “Business Combination.”

On September 12, 2023, Inception Growth entered into a 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 is sometimes referred to as the “Purchaser” and upon and following the Redomestication Merger (as defined below) 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”), and which agreement may also be thereafter executed by each of the other shareholders of AgileAlgo (such shareholders, together with the Signing Sellers, the “Sellers”) in one or more joinder agreements, (collectively, the “Seller Joinders”) (such agreement, as amended on June 20, 2024, December 16, 2024, March 27, 2025 and May 6, 2025 and may be further amended from time to time, together with the Seller Joinders, the “Business Combination Agreement”), which provides for a Business Combination between Inception Growth and AgileAlgo. Pursuant to the Business Combination Agreement, the Business Combination will be effected in two steps: (i) subject to the approval and adoption of the Business Combination Agreement by the stockholders of Inception Growth, Inception Growth will merge with and into Purchaser, with PubCo remaining as the surviving publicly traded entity (the “Redomestication Merger”); and (ii) substantially concurrently with the Redomestication Merger, the shareholders of AgileAlgo will exchange all of their ordinary shares of AgileAlgo (the “Purchased Shares”) for an aggregate of fourteen million (14,000,000) ordinary shares of PubCo (“PubCo Ordinary Shares”), valued at $10.00 each, for a total of One Hundred Forty Million Dollars ($140,000,000) (the “Closing Consideration Shares”), plus an additional two million (2,000,000) PubCo Ordinary Shares, for a total of Twenty Million Dollars ($20,000,000) as additional contingent consideration (“Earnout Consideration Shares”) (such exchange, the “Share Exchange”, collectively with the Redomestication Merger, the “Business Combination”). On each of June 20, 2024, December 16, 2024, March 27, 2025 and May 6, 2025, the parties to the Business Combination Agreement amended the Business Combination Agreement to extend the outside date required for the Closing to occur until July 31, 2025 (with either party being able to terminate the Business Combination Agreement for passage of such date), to clarify a condition to Closing regarding PubCo being required to list PubCo Ordinary Shares on Nasdaq on or before July 31, 2025 and to provide for Inception Growth’s consent to certain transfers and issuances of AgileAlgo ordinary shares as required by Section 7.1 of the Business Combination Agreement.

Following the Business Combination, Purchaser will be a publicly traded company renamed as “Prodigy, Inc.” and which we also refer to as the Combined Company.

Purchaser was formed on September 11, 2023, for the sole purpose of, immediately prior to the Closing, merging with Inception Growth in the Redomestication Merger, where Purchaser will be the surviving entity as a British Virgin Islands business company.

At the consummation of the Share Exchange (the “Closing”), the former Inception Growth stockholders will receive the consideration specified below and the former shareholders of AgileAlgo will receive the Closing Consideration Shares consisting of an aggregate of 14,000,000 PubCo Ordinary Shares. Any Earnout Consideration will be paid in PubCo Ordinary Shares. A number of PubCo Ordinary Shares that equals 15% of the total outstanding issued PubCo Ordinary Shares immediately upon Closing is proposed to be reserved and authorized for issuance under the 2025 AgileAlgo Employee Incentive Plan upon Closing (the “Incentive Plan”). For more information see “Incentive Plan Proposal.”

In addition, IGTA, PubCo and AgileAlgo have entered into a standby equity purchase agreement (the “SEPA”) with YA II PN, Ltd. (“Yorkville”), an affiliate of Yorkville Advisors Global, LP, pursuant to which Yorkville will open an equity credit line for the Combined Company in the aggregate principal amount of up to $30,000,000, of which $2,000,000 will be available to the Combined Company in the form of a pre-paid advance evidenced by a convertible promissory note on the closing date of the Business Combination, and $1,000,000 will be available to the Combined Company in the form of a second pre-paid advance with an equivalent note on the second trading day after the initial registration statement, filed pursuant to a registration rights agreement in connection with the SEPA, becomes effective and the required shareholder approval has been obtained (collectively, the “Yorkville Financing”). Each of the pre-paid advances is subject to an original issue discount as described in the accompanying proxy statement/prospectus, and further advances under the equity credit line are subject to conditions specified in the SEPA. The availability period of the equity line of credit is for 36 months after the completion of the Business Combination.

At the Special Meeting, Inception Growth stockholders will be asked to consider and vote upon the following proposals:

1.      approval of the Redomestication Merger and the Plan of Merger (as defined below), which we refer to as the “Redomestication Merger Proposal” or “Proposal No. 1;”

2.      approval of the Share Exchange, which we refer to as the “Share Exchange Proposal” or “Proposal No. 2;”

3.      approval, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, of (i) the issuance of PubCo Ordinary Shares in connection with the Business Combination and (ii) the issuance of an aggregate of up to $30,000,000 of PubCo Ordinary Shares from time to time to Yorkville over a 36-month period following the Closing pursuant to the Yorkville Financing, which we refer to collectively as the “Nasdaq Proposal” or “Proposal No. 3”;

4.      approval of the Charter Proposal to approve and adopt PubCo’s Amended and Restated Memorandum and Articles of Association upon consummation of the Business Combination, which we refer to as the “Charter Proposal” or “Proposal No. 4.” A copy of PubCo’s Amended and Restated Memorandum and Articles of Association is attached hereto as Annex B;

5.      approval of the Governance Proposal, which we refer to as the “Governance Proposal” or “Proposal No. 5”;

6.      approval of the NTA Requirement Amendment Proposal (defined below) to eliminate from Inception Growth’s certificate of incorporation the limitation that it shall not redeem Public Shares to the extent that such redemption would cause Inception Growth’s net tangible assets to be less than $5,000,001, so as to facilitate the consummation of the Business Combination by permitting redemptions by public stockholders of Inception Growth even if such redemptions result in Inception Growth having net tangible assets that are less than $5,000,001 upon consummation thereof and by permitting consummation of the Business Combination even if it would cause Inception Growth’s net tangible assets to be less than $5,000,001 upon consummation thereof, by adopting the fifth amendment to Inception Growth’s amended and restated certificate of incorporation, which we refer to as the “NTA Requirement Amendment Proposal” or “Proposal No. 6.” A copy of the fifth amendment to Inception Growth’s amended and restated certificate of incorporation is attached hereto as Annex C;

7.      approval of the appointment of six (6) directors of PubCo, assuming the Redomestication Merger Proposal, the Share Exchange Proposal and the Nasdaq Proposal are all approved, to appoint six (6) directors, effective upon the Closing which we refer to as the “Director Appointment Proposal” or “Proposal No. 7”;

8.      approval of the Incentive Plan, which we refer to as the “Incentive Plan Proposal” or “Proposal No 8.” A form of the Incentive Plan is attached to the accompanying proxy statement as Annex D; and

October 7, 2024 to provide for the immediate suspension and delisting for failure to meet the 36-month requirement in Nasdaq Rule IM 5101-2(b) to complete a business combination, and Inception Growth’s securities were suspended from trading on Nasdaq and delisted at the opening of business on December 17, 2024.”

As of December 17, 2024, the IGTA Units, IGTA Shares, IGTA Warrants and IGTA Rights commenced trading on the OTC Markets under the symbols “IGTAU,” “IGTA,” “IGTAW” and “IGTAR,” respectively. Until December 17, 2024, each of these securities were traded on the Nasdaq Capital Market (where they had been trading under these same symbols shown above) until the Trading Suspension (as defined below). On December 17, 2024, Inception Growth’s securities commenced trading under their above referenced symbols on the OTC Markets. On May 23, 2025, the closing price on the OTC Markets of IGTA Units was $13.09, of IGTA Shares was $12.25, of IGTA Warrants was $0.07 and of IGTA Rights was $0.19. PubCo intends to apply for the listing, to be effective upon the consummation of the Business Combination, of its PubCo Ordinary Shares and PubCo Warrants on The Nasdaq Stock Market under the symbols “PRGY” and “PRGYW,” respectively.

Investing in PubCo securities involves a high degree of risk. See “Risk Factors” beginning on page 23 for a discussion of information that should be considered in connection with an investment in PubCo securities.

As of April 30, 2025, there was approximately $3,689,890 in Inception Growth’s trust account (the “Trust Account”). On May 23, 2025, the last sale price of IGTA Shares was $12.25.

Following the completion of the Business Combination, the issued and outstanding share capital of PubCo will consist of PubCo Ordinary Shares. The shareholders of AgileAlgo will beneficially own 16,000,000 of the issued PubCo Ordinary Shares and will be able to exercise 77.95% of the total voting power of the issued and outstanding share capital of PubCo immediately following the completion of the Business Combination, assuming that (i) none of Inception Growth’s existing public stockholders exercise their redemption rights or dissenting rights, as discussed herein, (ii) there is no exercise of PubCo Warrants, (iii) the Notes (as defined herein) not been converted and (iv) no Earnout Consideration Shares have been issued.

Pursuant to Inception Growth’s amended and restated certificate of incorporation, Inception Growth is providing its public stockholders with the opportunity to redeem all or a portion of their IGTA Shares at a per-share price, payable in cash, equal to the aggregate amount then on deposit in Inception Growth’s Trust Account as of two business days prior to the consummation of the Business Combination, including interest, less taxes payable, divided by the number of then outstanding IGTA Shares that were sold as part of the IGTA Units in Inception Growth’s IPO, subject to the limitations described herein. Inception Growth estimates that the per-share price at which IGTA Shares held by the public (the “Public Shares”) may be redeemed from cash held in the Trust Account will be approximately $3,689,890 at the time of the Special Meeting. Inception Growth’s public stockholders may elect to redeem their shares even if they vote for the Redomestication Merger or do not vote at all.

Inception Growth is providing this proxy statement/prospectus and accompanying proxy card to its stockholders in connection with the solicitation of proxies to be voted at the Special Meeting and at any adjournments or postponements of the Special Meeting. The Sponsor, which owns approximately 40.99% of the outstanding IGTA Shares as of the record date, has agreed to vote its IGTA Shares in favor of the Redomestication Merger Proposal and the Share Exchange Proposal, which transactions comprise the Business Combination, and intends to vote for the Nasdaq Proposal, the Charter Proposal, the Governance Proposal, the NTA Requirement Amendment Proposal, the Director Appointment Proposal, the Incentive Plan Proposal and the Adjournment Proposal, although there is no agreement in place with respect to voting on those latter proposals.

Each stockholder’s vote is very important. Whether or not you plan to attend the Special Meeting in person (including by virtual presence), please submit your proxy card without delay. Inception Growth’s stockholders may revoke proxies at any time before they are voted at the meeting. Voting by proxy will not prevent a stockholder from voting in person (including by virtual presence) if such stockholder subsequently chooses to attend the Special Meeting. If you are a holder of record and you attend the Special Meeting and wish to vote in person (including by virtual presence), you may withdraw your proxy and vote in person. Assuming that a quorum is present, attending the Special Meeting either in person (including by virtual presence) or by proxy and abstaining from voting and broker non-votes will have no effect on any of the Proposals.

If you sign, date and return your proxy card without indicating how you wish to vote, your proxy will be voted in favor of each of the Proposals presented at the Special Meeting. If you fail to return your proxy card or fail to instruct your bank, broker or other nominee how to vote, and do not attend the Special Meeting in person (including by virtual presence), the effect will be that your shares will not be counted for purposes of determining whether a quorum is

HOW TO OBTAIN ADDITIONAL INFORMATION

If you would like to receive additional information or if you want additional copies of this document, agreements contained in the appendices or any other documents filed by Inception Growth with the Securities and Exchange Commission, such information is available without charge upon written or oral request. Please contact our proxy solicitor, at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free: 1-877-870-8565
Brokers call: 1-206-870-8565
Email: ksmith@advantageproxy.com

If you would like to request documents, please do so no later than one week prior to the meeting date to receive them before the Special Meeting. Please be sure to include your complete name and address in your request. Please see the section titled “Where You Can Find Additional Information” to find out where you can find more information about Inception Growth, PubCo and AgileAlgo. You should rely only on the information contained in this proxy statement/prospectus in deciding how to vote on the Business Combination. None of Inception Growth, PubCo and AgileAlgo has authorized anyone to give any information or to make any representations other than those contained in this proxy statement/prospectus. Do not rely upon any information or representations made outside of this proxy statement/prospectus. The information contained in this proxy statement/prospectus may change after the date of this proxy statement/prospectus. Do not assume after the date of this proxy statement/prospectus that the information contained in this proxy statement/prospectus is still correct.

USE OF CERTAIN TERMS

Unless otherwise stated in this proxy statement/prospectus:

•        References to “Exchange Consideration” refer to up to $160,000,000, the aggregate consideration for the Share Exchange, which is comprised of the Closing Consideration Payment and the Earnout Consideration;

•        References to “AgileAlgo” refer to AgileAlgo Holdings Ltd. and, unless the context otherwise requires, to its subsidiaries;

•        References to “AI” refer to artificial intelligence;

•        References to “Business Combination” refer to the business combination between Inception Growth and AgileAlgo pursuant to the Business Combination Agreement;

•        References to “Business Combination Agreement” refer to a Business Combination Agreement dated as of September 12, 2023, as amended by an Amendment No. 1 on June 20, 2024, an Amendment No. 2 on December 16, 2024, an Amendment No. 3 on March 27, 2025 and an Amendment No. 4 on May 6, 2025, and supplemented by the Seller Joinders (as it may be amended from time to time), which provides for a Business Combination between Inception Growth and AgileAlgo;

•        References to “CAGR” refer to compound annual growth rate;

•        References to “Closing Consideration Payment” refer to a closing payment equal to One Hundred Forty Million Dollars ($140,000,000);

•        References to “Closing Consideration Shares” refer to fourteen million (14,000,000) newly issued PubCo Ordinary Shares;

•        References to “Closing Date” refer to the date on which the Business Combination is consummated;

•        References to “Combined Company” refer to Purchaser and AgileAlgo as of the Closing;

•        References to “Current Charter” refer to Inception Growth’s current amended and restated certificate of incorporation and bylaws;

•        References to “Earnout Consideration Shares” refer to the aggregate of up to 2,000,000 newly issued PubCo Ordinary Shares (rounded to the nearest whole share) subject to the attainment of certain post-Closing targets and subject to the other terms set forth in the Business Combination Agreement;

•        References to “EBITDA” refer to earnings before interest, taxes, depreciation and amortization;

•        References to “Exchange Act” refer to the Securities Exchange Act of 1934, as amended;

•        References to “Group” refer to the Company and its subsidiary collectively;

•        References to “IGTA Rights” refer to the rights of IGTA, each such right convertible into one-tenth (1/10) of one IGTA Share at the closing of a business combination;

•        References to “IGTA Shares” refer to the shares of common stock, par value $0.0001 per share, of IGTA;

•        References to “IGTA Units” refer to the units of IGTA, each such unit consisting of one IGTA Share, one-half of one IGTA Warrant and one IGTA Right;

•        References to “IGTA Warrants” refer to the warrants of IGTA, each warrant to purchase one IGTA Share at a price of $11.50 per whole share;

•        References to “Incentive Plan” refer to the 2025 AgileAlgo Employee Incentive Plan, attached to this proxy statement as Annex D;

•        References to “Inception Growth” or “IGTA” refer to Inception Growth Acquisition Limited, a Delaware Corporation;

•        References to “Initial Stockholders” refer to the Sponsor and all of Inception Growth’s current officers and directors to the extent they hold IGTA Shares;

•        References to “Investor” refer to Yorkville.

•        References to “Investor AgileAlgo Shares” refer to 15,152 shares of AgileAlgo transferred to the Investor upon entry into the SEPA as a commitment fee in connection with entry into the SEPA, on October 1, 2024, and which AgileAlgo shares at the Closing are expected to be exchanged for 75,000 PubCo Ordinary Shares.

•        References to “IPO” refer to the initial public offering of 10,350,000 units (including the over-allotment option) of Inception Growth consummated on December 13, 2021;

•        References to “IT” refer to information technology;

•        References to “Loeb” refer to Loeb & Loeb LLP;

•        References to “LOI” refer to a letter of intent;

•        References to “Nasdaq Notice” refer to the notice, dated December 10, 2024 from Nasdaq, stating that Inception Growth did not comply with Nasdaq Interpretive Material IM-5101-2, and that its securities were subject to delisting.

•        References to “Note(s)” refer to any or all the promissory notes issued post-IPO by Inception Growth to the Sponsor, or its affiliates or designees, whether for working capital or for the payment of extension fees which, as of the date of this proxy statement/prospectus, is comprised of non-interest bearing, unsecured promissory notes in the principal amount of $200,000, $420,000, $400,000, $100,000 and $420,000 respectively, issued by Inception Growth to the Sponsor on November 17, 2023, January 24, 2024, March 12, 2024, April 26, 2024 and September 30, 2024;

•        References to “Plan of Merger” refer respectively to the statutory plans of merger (including the applicable articles of merger and the memorandum and articles of association) to be filed with the Delaware Secretary of State and the British Virgin Islands Registrar of Corporate Affairs in connection with the Redomestication Merger;

•        References to “Porche” refer to Porche Capital Ltd., advisor to AgileAlgo;

•        References to “Pre-Paid Advance” refer the amount of the pre-paid advances as specified in the SEPA available to the Combined Company as specified in the applicable Yorkville Note;

•        References to “proxy solicitor” refer to Advantage Proxy, Inc., Inception Growth’s proxy solicitor;

•        References to “PubCo” or the “Combined Company” refer to IGTA Merger Sub Limited, a British Virgin Islands business company and wholly owned subsidiary of Inception Growth (such company before the Redomestication Merger is sometimes referred to as “Purchaser” and upon and following the Redomestication Merger is hereinafter sometimes referred to as “PubCo” or the “Combined Company”);

•        References to “PubCo Charter” mean the amended and restated Memorandum and Articles of Association of PubCo as of the Closing and included with this proxy statement/prospectus as Annex B.

•        References to “Existing PubCo Charter” mean the amended and restated Memorandum and Articles of Association of PubCo, as amended, as of the date of this proxy statement/prospectus.

•        References to “PubCo Ordinary Shares” refer to the ordinary shares of PubCo, par value $0.0001 each;

•        References to “Redomestication Merger” refer to the redomestication of Inception Growth whereby Inception Growth will merge with and into Purchaser, with PubCo remaining as the surviving publicly traded entity;

•        References to “Registration Statement” refer to Purchaser’s registration statement on Form S-4 (Registration No. 333-276929), of which this proxy statement/prospectus is a part;

•        References to “Sellers” refer to the shareholders of AgileAlgo;

•        References to “SEPA” refer to the standby equity purchase agreement with Yorkville, pursuant to which Yorkville will open an equity credit line for the Combined Company in the aggregate principal amount of up to $30,000,000, of which $2,000,000 will be available to the Combined Company in the form of a pre-paid advance evidenced by a convertible promissory note on the closing date of the Business Combination, and $1,000,000 will be available to the Combined Company in the form of a second pre-paid advance with an equivalent note on the second trading day after the initial registration statement, filed pursuant to a registration rights agreement in connection with the SEPA, becomes effective and the required shareholder approval has been obtained. Each of the pre-paid advances is subject to a discount in the amount equal to 8% of the principal amount of that pre-paid advance netted from the purchase price and structured as an

original issue discount, and such advances and further advances under the equity credit line are subject to conditions specified in the SEPA. The availability period of the equity line of credit is for 36 months after the completion of the Business Combination;

•        References to “Share Exchange” refers to the share exchange between PubCo and the shareholders of AgileAlgo, whereby the shareholders of AgileAlgo will exchange all of their ordinary shares of AgileAlgo for up to an aggregate of sixteen million (16,000,000) ordinary shares of PubCo (including the Earnout Consideration Shares);

•        References to “Sponsor” refer to Soul Venture Partners LLC;

•        References to “Trading Suspension” refer to following a notice received by Inception Growth, dated December 10, 2024 from Nasdaq, which stated that Inception Growth did not comply with Nasdaq Interpretive Material IM-5101-2, according to which a special purpose acquisition company must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement, and accordingly Inception Growth’s securities on Nasdaq would be suspended at the opening of business on December 17, 2024, as such period had passed on December 8, 2024. This notice also indicated that Nasdaq would file a Form 25-NSE with the SEC, which would remove Inception Growth’s securities from listing on The Nasdaq Stock Market. Commencing on December 17, 2024, Inception Growth’s securities began trading on the OTC Markets.

•        References to “Trust Account” refer to the trust account established pursuant to the Investment Management Trust Agreement dated December 8, 2021, between Inception Growth and Continental Stock Transfer and Trust Company, LLC, as amended;

•        References to “US Dollars,” “$,” or “US$” refer to the legal currency of the United States;

•        References to “U.S. GAAP” refer to accounting principles generally accepted in the United States;

•        References to “Yorkville” refer to YA II PN, Ltd., an investment fund managed by Yorkville Advisors Global, LP, and its affiliates;

•        References to “Yorkville Financing” refer to the potential sale of the PubCo Ordinary Shares pursuant to the SEPA which provides for an equity credit line for the Combined Company in the aggregate principal amount of up to $30,000,000, as specified in the SEPA and the Yorkville Notes, of which up to $3,000,000 will be available to the Combined Company in the form of a pre-paid advances as specified in the SEPA, with $2,000,000 of such pre-paid advances available upon the Closing of the Business Combination and with delivery of a Yorkville Note; and

•        References to “Yorkville Note” refer to those certain unsecured convertible promissory notes to be issued by PubCo to Yorkville in the amount of $2,000,000 at the Closing of the Business Combination, and $1,000,000 on the second trading day after the initial registration statement, filed pursuant to a registration rights agreement in connection with the SEPA, becomes effective and the required shareholder approval has been obtained, in each case with an effective original issue discount of 8% and that are convertible into PubCo Ordinary Shares. For more information on the Yorkville Note, please see “Summary of this Proxy Statement/Prospectus — Recent Developments — Standby Equity Purchase Agreement.”

As used in this proxy statement/prospectus, S$ denotes Singapore dollars and $ or US$ denotes U.S. dollars. Unless otherwise noted, all translations from Singapore dollars to U.S. dollars and from U.S. dollars to Singapore dollars, as the case may be, in this proxy statement/prospectus are made as of the date referenced in the applicable disclosure, or if not so referenced, at 1.3 Singapore dollars to US$1.00, representing the noon buying rate set forth in the H.10 statistical release of the U.S. Federal Reserve Board on May 16, 2025. We make no representation that any of the aforementioned currencies could have been, or could be, converted into any of the other aforementioned currencies, at any particular rate, the rates stated above, or at all.

Inception Growth Acquisition Limited
875 Washington Street
New York,
NY 10014
Tel: (315) 636-6638

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD ON JULY 1, 2025

TO THE STOCKHOLDERS OF INCEPTION GROWTH ACQUISITION LIMITED:

NOTICE IS HEREBY GIVEN that an Special Meeting of Stockholders of Inception Growth Acquisition Limited, a Delaware corporation (“Inception Growth”), will be held at the offices of Loeb & Loeb LLP, 2206-19 Jardine House, 1 Connaught Place Central, Hong Kong SAR on July 1, 2025, at 10 a.m. local time (“Special Meeting”) and virtually using the following dial-in information:

The Inception Growth Board has determined to utilize virtual stockholder meeting technology, and encourages stockholders to attend the Special Meeting virtually. We encourage stockholders to attend the Special Meeting virtually. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

The Special Meeting will be held for the purposes of considering and voting upon, and if through fit passing and approving, the following resolutions that:

I.       the redomestication of Inception Growth from Delaware to the British Virgin Islands, to be accomplished by the merger of Inception Growth with and into IGTA Merger Sub Limited, a British Virgin Islands business company and wholly owned subsidiary of Inception Growth (such company before the Business Combination is referred to as “Purchaser” and upon and following the Share Exchange is hereinafter sometimes referred to as “PubCo”), with PubCo surviving the merger, be approved and authorized in all respects and that the Plan of Merger, a copy of which is included as Annex A-6 to the accompanying proxy statement/prospectus, and any and all transactions provided for in the Plan of Merger, be and is hereby authorized and any director and/or officer of Inception Growth be and is hereby authorized to execute the Plan of Merger, for and on behalf of Inception Growth, with such changes therein and additions thereto as any director and/or officer of Inception Growth may deem necessary, appropriate or advisable, such determinations to be evidenced conclusively by his/her execution thereof. We refer to this merger as the Redomestication Merger. This proposal is referred to as the Redomestication Merger Proposal or Proposal No. 1. Holders of IGTA Shares as of the record date are entitled to vote on this proposal.

II.     the exchange of up to 16,000,000 PubCo Ordinary Shares for all the issued and outstanding ordinary shares of AgileAlgo, resulting in AgileAlgo becoming a wholly owned subsidiary of PubCo, be approved and authorized in all respect and that PubCo’s board of directors be and is hereby authorized to take any such actions as may be necessary to complete the share exchange merger. We refer to this transaction as the as the “Share Exchange”. This proposal is referred to as the Share Exchange Proposal or Proposal No. 2. Holders of IGTA Shares as of the record date are entitled to vote on this proposal.

III.    for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, the issuance of (i) PubCo Ordinary Shares by PubCo as the surviving entity in connection with the Business Combination, and (ii) the issuance of an aggregate of up to $30,000,000 of PubCo Ordinary Shares from time to time to Yorkville over a 36-month period following the Closing pursuant to the Yorkville Financing (a component of which includes, without limitation, the reservation and registration of 4,500,000 PubCo Ordinary Shares for issuance in connection with the Yorkville Notes), be approved and authorized in all respect. We refer to this proposal as the Nasdaq Proposal or Proposal No. 3. Holders of IGTA Shares as of the record date are entitled to vote on this proposal.

IV.     at the effective time of the Redomestication Merger, (i) the amendment and restatement of the memorandum and articles of association of PubCo by deletion in their entirety and the substitution in their place of the amended and restated memorandum and articles of association of PubCo (as the surviving entity) in the form attached to this proxy statement/prospectus as Annex B, and (ii) the adoption of the new name by PubCo as “Prodigy, Inc.,” be and are hereby approved. We refer to this proposal as the Charter Proposal or Proposal No. 4. Holders of IGTA Shares as of the record date are entitled to vote on this proposal.

V.      certain governance provisions in the amended and restated memorandum and articles of association of PubCo (as the surviving entity) in the form attached to this proxy statement/prospectus as Annex B be and are hereby approved on an advisory and non-binding basis. We refer to this proposal as the Governance Proposal or Proposal No. 5. Holders of IGTA Shares as of the record date are entitled to vote on this proposal.

VI.    the amendment of the certificate of incorporation of Inception Growth by adopting the fifth amendment to the amended and restated certificate of incorporation of Inception Growth in the form attached as Annex C, in order to eliminate from Inception Growth’s certificate of incorporation the limitation that it shall not redeem Public Shares to the extent that such redemption would cause Inception Growth’s net tangible assets to be less than $5,000,001, be and is hereby approved. We refer to this proposal to amend Inception Growth’s certificate of incorporation as the NTA Requirement Amendment Proposal or Proposal No. 6. Holders of IGTA Shares as of the record date are entitled to vote on this proposal.

VII.   the appointment of six (6) directors of PubCo, namely Tay Yee Paa Tony, Lee Wei Chiang Francis, Lim Chee Heong, Loo Choo Leong, Seah Chin Siong and Wee Carmen Yik Cheng, assuming the Redomestication Merger Proposal, the Share Exchange Proposal and the Nasdaq Proposal are all approved, effective upon the Closing, be and is hereby approved. We refer to this proposal to appoint directors of PubCo as the Director Appointment Proposal or Proposal No. 7. Holders of IGTA Shares as of the record date are entitled to vote on this proposal.

VIII. the Incentive Plan be and is hereby approved for adoption by PubCo as the surviving entity of the Redomestication Merger with effect from the closing of the Business Combination. We refer to this proposal to approve the Incentive Plan as the Incentive Plan Proposal or Proposal No. 8. Holders of IGTA Shares as of the record date are entitled to vote on this proposal.

IX.    the Special Meeting be adjourned to a later date or dates to be determined by the chairman of the Special Meeting as necessary, including without limitation (a) to permit further solicitation and vote of proxies in the event Inception Growth does not receive the requisite stockholder vote to approve any of the above Proposals; (b) to the extent necessary, to ensure that any required supplement or amendment to the accompanying proxy statement/prospectus is provided to Inception Growth stockholders, or (c) if, as of the time for which the Special Meeting is scheduled, there are insufficient IGTA Shares represented (either in person or by proxy) to constitute a quorum necessary to conduct business at the Special Meeting. This proposal is called the Adjournment Proposal or Proposal No. 9. Holders of IGTA Shares as of the record date are entitled to vote on this proposal.

All of the proposals set forth above are sometimes collectively referred to herein as the “Proposals.” The Redomestication Merger Proposal and the Share Exchange Proposal are dependent upon each other. It is important for you to note that in the event that either of the Redomestication Merger Proposal or the Share Exchange Proposal is not approved, then Inception Growth will not consummate the Business Combination. If Inception Growth does not consummate the Business Combination and fails to complete an initial business combination by June 13, 2025 (if Inception Growth extends the period in full, as further described herein), Inception Growth will be required to dissolve and liquidate. As disclosed in Inception Growth’s prospectus in relation to the IPO, Inception Growth originally had 15 months after the consummation of the IPO to consummate an initial business combination and may extend such period to a total of 21 months after the consummation of the IPO by depositing certain sum into its Trust Account. As approved by its stockholders at the annual meeting of Stockholders held on March 13, 2023, Inception Growth entered into an amendment to the investment management trust agreement, dated December 8, 2021 (the “Trust Agreement”), on March 13, 2023 with Continental Stock Transfer & Trust Company, giving Inception Growth the right to extend the time to complete a business combination for a period of six months from March 13, 2023 to September 13, 2023 without having to make any payment to the Trust Account.

Subsequently on September 8, 2023 at a special meeting of stockholders, Inception Growth’s stockholders approved an amendment of Inception Growth’s certificate of incorporation and a further amendment to the Trust Agreement, such that Inception Growth has the right to extend the date by which it has to consummate a business combination by nine times for an additional one (1) month each time from September 13, 2023 to June 13, 2024 by depositing into the Trust Account the lesser of (i) $100,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of Public Share that has not been redeemed for each one-month extension. On each of September 8, 2023, October 5, 2023, November 1, 2023, November 29, 2023, January 4, 2024, February 5, 2024, February 27, 2024, April 3, 2024 and May 6, 2024, Inception Growth deposited $100,000 into Inception Growth’s Trust Account in order to extend the amount of time it has available to complete a business combination.

TABLE OF CONTENTS

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed by PubCo (File No. 333-276929) with the SEC, constitutes a prospectus of PubCo under Section 5 of the Securities Act, with respect to the issuance of (i) the PubCo Ordinary Shares to Inception Growth’s stockholders, (ii) the PubCo Ordinary Shares to the shareholders of AgileAlgo under the Business Combination Agreement, (iii) the PubCo Warrants to holders of IGTA Warrants in exchange for the IGTA Warrants and (iv) the PubCo Ordinary Shares underlying and issuable upon the exercise of the PubCo Warrants, in each instance if the Business Combination is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act, with respect to the Special Meeting at which Inception Growth’s stockholders will be asked to consider and vote upon the Proposals to approve the Redomestication Merger, the Share Exchange, the Nasdaq Proposal and the Incentive Plan Proposal.

This proxy statement/prospectus does not constitute an offer to sell, or a solicitation of an offer to buy, any securities, or the solicitation of a proxy, in any jurisdiction to or from any person to whom it is not lawful to make any such offer or solicitation in such jurisdiction.

WHERE YOU CAN FIND MORE INFORMATION

After the consummation of the Business Combination, PubCo will be required to file its Annual Report on Form 10-K with the SEC no later than 90 days following its fiscal year end. Inception Growth files reports, proxy statements and other information with the SEC as required by the Exchange Act. You can read Inception Growth’s SEC filings, including this proxy statement/prospectus, over the Internet at the SEC’s website at http://www.sec.report.

Information and statements contained in this proxy statement/prospectus, or any annex to this proxy statement/prospectus, are qualified in all respects by reference to the copy of the relevant contract or other annex filed with this proxy statement/prospectus.

If you would like additional copies of this proxy statement/prospectus, or if you have questions about the Business Combination, you should contact the proxy solicitor, Advantage Proxy, individual call toll-free at 1-877-870-8565 and banks and brokers call at 1-206-870-8565.

All information contained in this proxy statement/prospectus relating to Inception Growth and PubCo has been supplied by Inception Growth, and all such information relating to AgileAlgo has been supplied by AgileAlgo. Information provided by either of Inception Growth or AgileAlgo does not constitute any representation, estimate or projection of the other party.

Neither Inception Growth, PubCo nor AgileAlgo has authorized anyone to give any information or make any representation about the Business Combination or their companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated into this proxy statement/prospectus by reference. Therefore, if anyone does give you any such information, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement/prospectus contains forward-looking statements, including statements about the parties’ ability to close the Business Combination, the anticipated benefits of the Business Combination, the financial conditions, results of operations, earnings outlook and prospects of PubCo, Inception Growth and/or AgileAlgo and may include statements for the period following the consummation of the Business Combination. Forward-looking statements appear in a number of places in this proxy statement/prospectus including, without limitation, in the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AgileAlgo,” and “Business of AgileAlgo.” In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of the management of Inception Growth and AgileAlgo, as applicable, and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. There can be no assurance that future developments will be those that have been anticipated. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors described in “Risk Factors,” those discussed and identified in public filings made with the SEC by Inception Growth and the following:

•        expectations regarding AgileAlgo’s strategies and future financial performance, including AgileAlgo’s future business plans or objectives, prospective performance and opportunities and competitors, revenues, customer acquisition and retention, products and services, pricing, marketing plans, operating expenses, market trends, liquidity, cash flows and uses of cash, capital expenditures, and AgileAlgo’s ability to invest in growth initiatives and pursue acquisition opportunities;

•        anticipated trends, growth rates, and challenges in the nutraceutical industry in general and the markets in which AgileAlgo operates;

•        AgileAlgo’s ability to stay in compliance with laws and regulations that currently apply or become applicable to its business in its current markets, both within the United States and internationally, including but not limited to the laws enforced by the United States and Singapore;

•        the occurrence of any event, change or other circumstances that could give rise to the termination of the Business Combination Agreement;

•        the outcome of any legal proceedings that may be instituted against AgileAlgo, Inception Growth and others following announcement of the Business Combination Agreement and transactions contemplated therein;

•        the inability to complete the Business Combination due to the failure to obtain approval by the stockholders of Inception Growth;

•        the risk that the proposed Business Combination disrupts current plans and operations of AgileAlgo as a result of the announcement and consummation of the Business Combination;

•        the ability to recognize the anticipated benefits of the Business Combination;

•        unexpected costs related to the proposed Business Combination;

•        the amount of any redemptions by existing holders of IGTA Shares being greater than expected;

•        the management and board composition of PubCo following the proposed Business Combination;

•        the ability to list PubCo’s securities on Nasdaq;

•        limited liquidity and trading of Inception Growth’s and PubCo’s securities;

•        geopolitical risk and changes in applicable laws or regulations;

•        the possibility that AgileAlgo, PubCo and/or Inception Growth may be adversely affected by other economic, business, and/or competitive factors;

•        operational risk;

•        litigation and regulatory enforcement risks, including the diversion of management time and attention and the additional costs and demands on AgileAlgo’s resources;

•        fluctuations in exchange rates between the foreign currencies in which AgileAlgo typically does business the United States dollar; and

•        the risks that the consummation of the Business Combination is substantially delayed or does not occur.

Should one or more of these risks or uncertainties materialize, or should any of the assumptions made by the management of Inception Growth, AgileAlgo and PubCo prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements.

All subsequent written and oral forward-looking statements concerning the Business Combination or other matters addressed in this proxy statement/prospectus and attributable to AgileAlgo, Inception Growth, PubCo or any person acting on their behalf are expressly qualified in their entirety by the cautionary statements contained or referred to in this proxy statement/prospectus. Except to the extent required by applicable law or regulation, PubCo, AgileAlgo and Inception Growth undertake no obligation to update these forward-looking statements to reflect events or circumstances after the date of this proxy statement/prospectus or to reflect the occurrence of unanticipated events.

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION AND THE SPECIAL MEETING

Q:     What is the purpose of this document?

A:     Inception Growth is proposing to consummate the Business Combination. The Business Combination consists of the Redomestication Merger and the Share Exchange, each of which is described in this proxy statement/prospectus. In addition, the Business Combination Agreement, the Amendment No. 1 to the Business Combination Agreement, the Amendment No. 2 to the Business Combination Agreement, the Amendment No. 3 to the Business Combination Agreement, the Amendment No. 4 to the Business Combination Agreement and the Plan of Merger are attached to this proxy statement/prospectus as Annex A-1, Annex A-2, Annex A-3, Annex A-4, Annex A-5 and Annex A-6, respectively, and are incorporated into this proxy statement/prospectus by reference. This proxy statement/prospectus contains important information about the proposed Business Combination and the other matters to be acted upon at the Special Meeting. You are encouraged to carefully read this proxy statement/prospectus, including “Risk Factors” and all the annexes hereto.

Approval of the Redomestication Merger and the Share Exchange will each require the affirmative vote of the holders of a majority of the issued and outstanding IGTA Shares present and entitled to vote at the Special Meeting or any adjournment thereof.

Q:     What is being voted on at the Special Meeting?

A:     Below are the Proposals that the Inception Growth’s stockholders are being asked to vote on:

•        The Redomestication Merger Proposal to approve the Redomestication Merger and the Plan of Merger;

•        The Share Exchange Proposal to approve the Share Exchange;

•        The Nasdaq Proposal to approve the issuance of up to an aggregate of 16,000,000 PubCo Ordinary Shares in connection with the Business Combination;

•        The Charter Proposal to approve and adopt the PubCo Charter upon the effective time of the Redomestication Merger;

•        The Governance Proposal to approve and adopt, on a non-binding advisory basis, certain differences in the governance provisions set forth in the PubCo Charter to be adopted by PubCo upon the effective time of the Redomestication Merger and the change of PubCo’s name to “Prodigy, Inc.”;

•        The NTA Requirement Amendment Proposal to remove the NTA Requirement from Inception Growth’s Certificate of Incorporation;

•        The Director Appointment Proposal to elect six (6) directors of PubCo;

•        The Incentive Plan Proposal to approve the 2025 AgileAlgo Employee Incentive Plan; and

•        The Adjournment Proposal to approve the adjournment of the Special Meeting in the event Inception Growth does not receive the requisite stockholder vote to approve the above Proposals.

Approval of each of the Proposals (other than the NTA Requirement Amendment Proposal) requires the affirmative vote of the holders of a majority of the issued and outstanding IGTA Shares present and entitled to vote at the Special Meeting or any adjournment thereof; and approval of the NTA Requirement Amendment Proposal will require the affirmative vote of the holders of at least sixty-five percent (65%) of all issued and outstanding IGTA Shares. As of the record date, 1,303,490 shares held by the Initial Stockholders, including the Sponsor and all of Inception Growth’s current officers and directors to the extent they hold IGTA Shares (the “Initial Stockholders”), or approximately 44.68% of the outstanding IGTA Shares, would be voted in favor of each of the Proposals.

Q:     Are any of the proposals conditioned on one another?

A:     Yes, the Redomestication Merger Proposal and the Share Exchange Proposal are dependent upon each other. The Nasdaq Proposal, the Charter Proposal, the Governance Proposal, the NTA Requirement Amendment Proposal, the Director Appointment Proposal and the Incentive Plan Proposal are dependent on the Redomestication Merger Proposal and the Share Exchange Proposal. It is important for you to note that in the event that either of the Redomestication Merger Proposal or the Share Exchange Proposal is not approved, Inception Growth will not consummate the Business Combination. If Inception Growth

does not consummate the Business Combination and fails to complete an initial business combination by June 13, 2025 (if Inception Growth extends the period in full, as further described herein), Inception Growth will be required to dissolve and liquidate. Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other Proposals.

Q:     Do any of Inception Growth’s directors or officers have interests that may conflict with my interests with respect to the Business Combination?

•        On September 12, 2023, contemporaneously with the execution of the Business Combination Agreement, Inception Growth’s Initial Stockholders entered into a Sponsor Support Agreement, pursuant to which, among other things, such stockholders agree not to exercise any right to redeem all or a portion of their respective IGTA Shares in connection with the Business Combination. Inception Growth did not provide any separate consideration to the Initial Stockholders for such forfeiture of redemption rights.

•        The Initial Stockholders have waived their rights to redeem their IGTA Shares (including shares underlying IGTA Units), or to receive distributions with respect to these shares upon the liquidation of the Trust Account if Inception Growth is unable to consummate a business combination. Accordingly, the IGTA Shares, as well as the IGTA Units purchased by the Sponsor and Inception Growth’s officers and directors, will be worthless if Inception Growth does not consummate a business combination;

•        If the proposed Business Combination is not completed by June 13, 2025 (if Inception Growth extends the period in full, as further described herein), Inception Growth will be required to liquidate. In such event, the 1,303,490 IGTA Shares held by the Initial Stockholders, which were acquired prior to the IPO for approximately $0.001 per share, will be worthless. Such shares had an aggregate market value of approximately $15,967,753 based on the closing price of IGTA Shares of $12.25 OTC Markets as of May 23, 2025. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding IGTA Shares will convert automatically, on a one-for-one basis, into one PubCo Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by an Inception Growth stockholder at the time of purchase of the IGTA Shares by such stockholder, a situation may arise in which the Sponsor or a director of Inception Growth maintains a positive rate of return on its/his/her IGTA Shares while such Inception Growth stockholder experiences a negative rate of return on the shares such Inception Growth stockholder purchased;

•        If the proposed Business Combination is not completed by June 13, 2025 (if Inception Growth extends the period in full, as further described herein), the 4,721,250 Private Warrants purchased by the Sponsor for a total purchase price of $4,721,250, will be worthless. Such Private Warrants had an aggregate market value of approximately $330,488 based on the closing price of IGTA Warrants of $0.07 on OTC Markets as of May 23, 2025; and

•        As a result of the interests of the Sponsor and Inception Growth’s directors and officers in Inception Growth’s securities, the Sponsor and Inception Growth’s directors and officers have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect Inception Growth’s initial business combination.

None of Inception Growth’s officers and directors has or will have any interest in, or affiliation with, PubCo. For a discussion of the fiduciary or contractual obligations that such persons may have to other entities, please see “Directors, Executive Officers, Executive Compensation and Corporate Governance of Inception Growth — Conflicts of Interest.”

Q:     What is the Exchange Consideration and what will AgileAlgo Shareholders receive in return for the Business Combination?

A:     At the Closing, among other things, by virtue of the Share Exchange and without any action on the part of Inception Growth or AgileAlgo, each ordinary share of AgileAlgo (“AgileAlgo Ordinary Share”) issued and outstanding immediately prior to the Closing shall be exchanged for the applicable number of PubCo Ordinary Shares as specified in the Business Combination Agreement. After Closing, each AgileAlgo Shareholder will cease to have any rights with respect to AgileAlgo Ordinary Shares, except the right to receive the Exchange Consideration. The Exchange Consideration shall be comprised of the Closing Consideration Shares, comprising 14,000,000

PubCo Ordinary Shares which shall be issued at the Closing, and up to 2,000,000 Earnout Consideration Shares which shall be issued at Closing and held in escrow as potential additional consideration for the Share Exchange, subject to the attainment of certain contingent payment targets as further described in the Business Combination Agreement. For further details, see “Proposal No. 2: The Share Exchange Proposal — General Description of the Share Exchange — Share Exchange with AgileAlgo; Share Exchange Consideration.”

Q:     What are the Earnout Consideration Shares and under what circumstances will the Earnout Consideration Shares be issued?

A:     “Earnout Consideration Shares” refer to contingent shares that may be issued as part of a business combination from one party (usually the purchaser) to another (usually the seller) if certain financial or commercial conditions or milestones laid out in a business combination agreement are met. In this case, in connection with the Business Combination and pursuant to the Business Combination Agreement, up to an additional 2,000,000 Earnout Consideration Shares may be paid to the AgileAlgo Shareholders as contingent post-closing earnout consideration. All of the Earnout Consideration Shares will be released to the AgileAlgo shareholders if PubCo’s consolidated gross revenues as reported in the Purchaser’s quarterly reports on Form 10-Q and/or annual report on Form 10-K as filed with the SEC (the “Gross Revenues”) equal or exceed $15,000,000 (the “Full Earnout Target”) during the three (3) fiscal quarter period beginning on October 1, 2024 (the “Earnout Period”). If PubCo’s Gross Revenues during the Earnout Period are greater than $7,500,000 (the “Minimum Earnout Target”) but less than the Full Earnout Target, then a portion of the Earnout Consideration Shares, expressed as a percentage, equal to (i) (A) the Gross Revenues minus (B) the Minimum Earnout Target, divided by (ii) (A) the Full Earnout Target less (B) the Minimum Earnout Target shall vest and be payable from the Escrow Account to the Sellers. If the Gross Revenues during the Earnout Period are less than the Minimum Earnout Target, then all of the Earnout Consideration Shares will be surrendered to PubCo and no Earnout Consideration will be paid.

The Sellers will have all voting rights in respect to the Earnout Consideration Shares, and to receive dividends thereon, while the Earnout Consideration Shares are held in escrow.

For further details, see “Proposal No. 2: The Share Exchange Proposal — General Description of the Share Exchange — Share Exchange with AgileAlgo; Share Exchange Consideration.”

Q:     When and where is the Special Meeting?

A:     The Special Meeting will take place at 10:00 a.m. local time on July 1, 2025, and virtually in a virtual meeting format using the following dial-in information. Stockholders are encouraged to attend the Special Meeting virtually:

This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Q:     Who may vote at the Special Meeting?

A:     Only holders of record of IGTA Shares as of the close of business on May 27, 2025 (the record date) may vote at the Special Meeting. As of May 27, 2025, there were 2,917,490 IGTA Shares outstanding and entitled to vote. Please see the section titled “The Special Meeting of Inception Growth stockholders — Record Date; Who is Entitled to Vote” for further information.

Q:     What is the quorum requirement for the Special Meeting?

A:     Stockholders representing a majority of the shares of capital issued and outstanding as of the record date and entitled to vote at the Special Meeting must be present in person (including by virtual presence) or represented by proxy in order to hold the Special Meeting and conduct business. This is called a quorum. IGTA Shares will be counted for purposes of determining if there is a quorum if the stockholder (i) is present and entitled to vote at the meeting, or (ii) has properly submitted a proxy card or voting instructions through a broker, bank or custodian. In the absence of a quorum within two hours from the time appointed for the meeting, the Special Meeting will be adjourned to a business day at the same time and place, or to such other time and

place as the directors may determine. As of the date of this proxy statement/prospectus, the Initial Stockholders own 1,303,490 IGTA Shares, or approximately 44.68% of the issued and outstanding IGTA Shares. The Initial Stockholders have agreed to vote any IGTA Shares owned by them in favor of the Redomestication Merger Proposal and the Share Exchange Proposal and, accordingly, their shares will be counted towards the quorum.

Q:     What vote is required to approve the Proposals?

A:     Approval of each of the Proposals (other than the NTA Requirement Amendment Proposal) will require the affirmative vote of the holders of a majority of the issued and outstanding IGTA Shares present and entitled to vote at the Special Meeting or any adjournment thereof; and approval of the NTA Requirement Amendment Proposal will require the affirmative vote of the holders of at least sixty-five percent (65%) of all issued and outstanding IGTA Shares. Since each of the Proposals require the affirmative vote of a at least a majority of the IGTA Shares present and entitled to vote at the Special Meeting or any adjournment thereof, attending the Special Meeting either in person (including by virtual presence) or by proxy and abstaining from voting will have no effect on the Proposals and failing to instruct your bank, brokerage firm or nominee to attend and vote your shares will have no effect on any of the Proposals. As of the date of this proxy statement/prospectus, the Initial Stockholders own 1,303,490 IGTA Shares, or approximately 44.68% of the issued and outstanding IGTA Shares. The Initial Stockholders, all of whom have entered into the Sponsor Support Agreement, have agreed to vote any IGTA Shares owned by them in favor of the Redomestication Merger Proposal and the Share Exchange Proposal and, accordingly, we would need only an excess of 5.32% of the 2,917,490 issued and outstanding IGTA Shares owned by IGTA’s public stockholders to be voted in favor of the Redomestication Merger Proposal and only an excess of 5.32% of the issued and outstanding IGTA Shares owned by IGTA’s public stockholders to be voted in favor of the Share Exchange Proposal in order to have them approved (assuming that only a quorum was present at the meeting). The Initial Stockholders have indicated that they will vote their IGTA Shares in favor of the NTA Requirement Amendment Proposal, although they are not legally bound to do so. Assuming that the Initial Stockholders do vote all of their IGTA Shares in favor of the NTA Requirement Amendment Proposal, we would need only an excess of 5.32% of the issued and outstanding IGTA Shares owned by IGTA’S public stockholders to be voted in favor of the Share Exchange Proposal in order to have it approved (assuming that only a quorum was present at the meeting).

Q:     Why did Inception Growth add the NTA Requirement Amendment Proposal?

A:     The adoption of the NTA Requirement Amendment Proposal is being proposed in order to facilitate the consummation of the Business Combination, by permitting redemptions by public stockholders of Inception Growth even if such redemptions result in Inception Growth having net tangible assets that are less than $5,000,001 and by permitting consummation of the Business Combination even if it would cause Inception Growth’s net tangible assets to be less than $5,000,001 upon consummation thereof. The purpose of the NTA Requirement initially was to ensure that the IGTA Shares are not deemed to be “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because we expect that the PubCo Ordinary Shares will be listed on Nasdaq as of the Closing Date, and therefore under the “Exchange Rule” (Rule 3a51-1(a)(2) under the Exchange Act) the PubCo Ordinary Shares will not be deemed to be a “penny stock” pursuant Rule 3a51-1 under the Exchange Act, Inception Growth is presenting the NTA Requirement Amendment Proposal so that the parties may consummate the Business Combination even if Inception Growth has less than $5,000,001 in net tangible assets at the Closing. See “Proposal No. 6 — The NTA Requirement Amendment Proposal.” The implementation of the NTA Requirement Amendment may pose risks to stockholders, including relating to the removal of the net tangible assets minimum required in the Current Charter, in the event the Business Combination was not consummated, and otherwise, and which are described in “Risk Factors — Risks Related to Inception Growth and the Business Combination” contained elsewhere in this proxy statement/prospectus. Approval of the NTA Requirement Amendment Proposal will require the affirmative vote of the holders of at least sixty-five percent (65%) of all issued and outstanding IGTA Shares.

Q:     How will the Initial Stockholders vote?

A:     Inception Growth’s Initial Stockholders, who as of the record date, owned 1,303,490 IGTA Shares, or approximately 44.68% of the issued and outstanding IGTA Shares, and all of whom have entered into the Sponsor Support Agreement, have agreed to vote their respective shares acquired by them prior to the IPO in favor of the Redomestication Merger Proposal, Share Exchange Proposal and other related proposals. The Initial Stockholders have also agreed that they will vote any shares they purchase in the open market in or after the IPO in favor of each of the Proposals.

Q:     What do I need to do now?

A:     We urge you to read carefully and consider the information contained in this proxy statement/prospectus, including the annexes, and consider how the Business Combination will affect you as an Inception Growth stockholder. You should vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus and on the enclosed proxy card.

Q:     Do I need to attend the Special Meeting to vote my shares?

A:     No. You are invited to attend the Special Meeting to vote on the Proposals described in this proxy statement/prospectus. However, you do not need to attend the Special Meeting to vote your IGTA Shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card in the pre-addressed postage paid envelope. Your vote is important. Inception Growth encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q:     Am I required to vote against the Redomestication Merger and the Share Exchange Proposal in order to have my IGTA Shares redeemed?

A:      No. You are not required to vote against the Redomestication Merger Proposal and the Share Exchange Proposal in order to have the right to demand that Inception Growth redeem your IGTA Shares for cash equal to your pro rata share of the aggregate amount then on deposit in the Trust Account (including interest earned on your pro rata portion of the Trust Account, net of taxes payable) before payment of deferred underwriting commissions. You will be entitled to redeem your IGTA Shares for cash in connection with this vote whether or not you vote or abstain to vote on the Redomestication Merger Proposal and the Share Exchange Proposal so long as you elect to redeem your public shares for a pro rata portion of the funds available in the Trust Account in connection with the Business Combination. These redemption rights in respect of the IGTA Shares are sometimes referred to herein as “redemption rights.” If the Business Combination is not completed, holders of IGTA Shares electing to exercise their redemption rights will not be entitled to receive such payments and their IGTA Shares will be returned to them.

Q:     How do I exercise my redemption rights?

A:     If you are a public stockholder and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on June 27, 2025 (two business days before the Special Meeting), that Inception Growth redeem your shares for cash, and (ii) submit your request in writing to Inception Growth’s transfer agent, at the address listed at the end of this section and deliver your shares to Inception Growth’s transfer agent (physically, or electronically using the DWAC (Deposit/Withdrawal At Custodian) system) at least two business days prior to the vote at the Special Meeting.

Any corrected or changed written demand of redemption rights must be received by Inception Growth’s transfer agent two business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against, or abstain from voting on, the Business Combination and whether or not they are holders of IGTA Shares as of the record date. Any public stockholder who holds IGTA Shares on or before June 27, 2025 (two business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata

share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination. If you have questions regarding the certification of your position or delivery of your shares, please contact:

Continental Stock Transfer & Trust Company, LLC

1 State Street 30th Floor

New York, NY 10004-1561

Attn: Michael Goedecke

E-mail: mgoedecke@continentalstock.com

Inception Growth stockholders holding both IGTA Shares and IGTA Warrants may redeem their IGTA Shares but retain the IGTA Warrants, which, if the Business Combination closes, will become PubCo Warrants. Assuming that 100% of IGTA Shares held by Inception Growth stockholders were to be redeemed, the 9,896,250 retained outstanding IGTA Warrants, which will be automatically and irrevocably assigned to, and assumed by, PubCo following the Closing of the Business Combination, would have an aggregate value of $692,738, based on a price per IGTA Warrants of $0.07 on May 23, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus. In addition, on May 23, 2025, the most recent practicable date prior to the date of this proxy statement/prospectus, the price per share of IGTA Shares closed at $12.25. If PubCo Ordinary Shares are trading above the exercise price of $11.50 per warrant, the PubCo Warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable upon the later of one year after the closing of Inception Growth’s IPO or Closing of the Business Combination) and this in turn increases the risk to non-redeeming stockholders that the PubCo Warrants will be exercised, which would result in immediate dilution to the non-redeeming stockholders.

Q:     How can I vote?

A:     If you were a holder of record of IGTA Shares on May 27, 2025, the record date for the Special Meeting, you may vote with respect to the Proposals in person (including by virtual presence) at the Special Meeting, or by submitting a proxy by mail so that it is received prior to 10:00 a.m. Eastern Time on June 30, 2025, in accordance with the instructions provided to you under the section titled “The Special Meeting.” If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, your broker or bank or other nominee may provide voting instructions (including any telephone or Internet voting instructions). You should contact your broker, bank or nominee in advance to ensure that votes related to the shares you beneficially own will be properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the Special Meeting and vote in person (including by virtual presence), obtain a proxy from your broker, bank or nominee.

Q:     If my shares are held in “street name” by my bank, brokerage firm or nominee, will they automatically vote my shares for me?

A:     No. Under applicable rules, your broker, bank or nominee cannot vote your IGTA Shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Inception Growth believes the Proposals are non-discretionary and, therefore, your broker, bank or nominee cannot vote your IGTA Shares without your instruction. Broker non-votes will not be considered present for the purposes of establishing a quorum and will have no effect on the Proposals. If you do not provide instructions with your proxy, your bank, broker or other nominee may submit a proxy card expressly indicating that it is NOT voting your IGTA Share; this indication that a bank, broker or nominee is not voting your IGTA Shares is referred to as a “broker non-vote.” Your bank, broker or other nominee can vote your IGTA Shares only if you provide instructions on how to vote. You should instruct your broker to vote your IGTA Shares in accordance with directions you provide.

Q:     What if I abstain from voting or fail to instruct my bank, brokerage firm or nominee?

A:     Inception Growth will count a properly executed proxy marked “ABSTAIN” with respect to a particular Proposal as present for the purposes of determining whether a quorum is present at the Special Meeting of Inception Growth’s stockholders. For purposes of approval, an abstention on any Proposals, while considered present for the purpose of establishing a quorum are not treated as votes case and will have no effect on any of the Proposals.

Q:     What happens if I sell my IGTA Shares before the Special Meeting?

A:     The record date for the Special Meeting is earlier than the date that the Business Combination is expected to be consummated. If you transfer your IGTA Shares after the record date, but before the Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you would retain your right to vote at the Special Meeting. However, you would not be entitled to receive any PubCo Ordinary Shares following the consummation of the Business Combination because only Inception Growth stockholders at the time of the consummation of the Business Combination will be entitled to receive PubCo Ordinary Shares in connection with the Business Combination.

Q:     Will I experience dilution as a result of the Business Combination?

A:     Prior to the Business Combination, the Inception Growth’s public stockholders who hold shares issued in the IPO own approximately 9.60% of Inception Growth’s issued and outstanding shares. After giving effect (i) to the issuance of the 16,000,000 PubCo Ordinary Shares in the Share Exchange; (ii) to the issuance of up to 3,902,490 PubCo Ordinary Shares to the Inception Growth’s stockholders in connection with the Redomestication Merger (assuming there are no Inception Growth stockholders who exercise their redemption rights and an aggregate of 1,035,000 shares are issued upon conversion of the IGTA Rights); (iii) the conversion of the Notes into PubCo Ordinary Shares; (iv) the issuance of 320,000 PubCo Ordinary Shares to Porche as financial advisor to the Business Combination; and (v) assuming no exercise of the PubCo Warrants, Inception Growth’s current public stockholders upon Closing of the Business Combination will own approximately 12.60% of the issued share capital of PubCo.

The following table summarizes the pro forma ownership of PubCo Ordinary Shares upon Closing of the Business Combination under (i) a no redemption scenario, (ii) an interim redemption scenario, assuming 50% redemption, and (iii) a maximum redemption scenario:

____________

(1)      Under No Redemption Scenario, it assumes actual redemptions of IGTA Shares, up to the date of filing.

(2)      Under Interim Redemption Scenario, it assumes a 50% redemption of 139,995 IGTA Shares for aggregate redemption payments of $1.8 million using a per-share redemption price of $12.88.

(3)      Under Maximum Redemption Scenario, it assumes a 100% redemption of 279,990 IGTA Shares for aggregate redemption payments of $3.6 million using a per-share redemption price of $12.88.

(4)      Includes 75,000 PubCo Ordinary Shares to be issued to the Investor in exchange for 15,152 shares of AgileAlgo transferred to the Investor upon entry into the SEPA as a commitment fee in connection with entry into the SEPA, and which we refer to as the Investor AgileAlgo Shares.

(5)      Includes 1,035,000 PubCo Ordinary shares issuable upon conversion of the Public Rights and 1,271,510 shares transferred by Sponsor per non-redemption agreement. These 1,271,510 shares were purchased by Sponsor prior to the initial public offering. This presentation reflects the actual redemption of 984,194 Inception Growth shares on December 6, 2024.

(6)      Includes 1,315,990 PubCo Ordinary Shares issuable to the Initial Stockholders (comprising 1,195,990 PubCo Ordinary Shares issuable to the Sponsor and 107,500 PubCo Ordinary Shares issuable to Inception Growth’s current directors) and 12,500 PubCo Ordinary Shares issuable to Stephen Man Tak Suen, Inception Growth’ former director.

Potential Impact of Additional Dilution

The table below shows the potential impact of additional dilution owing to shares underlying Earnout Consideration Shares, Inception Growth Public Warrants and Private Warrants.

____________

(1)      Includes 75,000 PubCo Ordinary Shares to be issued to the Investor in exchange for 15,152 shares of AgileAlgo transferred to the Investor upon entry into the SEPA as a commitment fee.

(2)      Includes 1,035,000 PubCo Ordinary Shares issuable upon conversion of the Public Rights and 1,271,510 shares transferred by Sponsor per non-redemption agreement. These 1,271,510 shares were purchased by Sponsor prior to the initial public offering. This presentation reflects the actual redemption of 984,194 Inception Growth shares on December 6, 2024.

(3)      Includes 1,315,990 PubCo Ordinary Shares issuable to the Initial Stockholders (comprising 1,195,990 PubCo Ordinary Shares issuable to the Sponsor and 107,500 PubCo Ordinary Shares issuable to Inception Growth’s current directors) and 12,500 PubCo Ordinary Shares issuable to Stephen Man Tak Suen, Inception Growth’ former director.

(4)      Includes total pre-paid advances of $3,000,000 ($2,000,000 pre-paid advance at the closing plus an additional $1,000,000 pre-paid advance following the closing as provided in the SEPA), all of which, for purposes of presenting additional dilution, are deemed to be exercised at the floor price of $2 per share, instead of at another assumed conversion price, as provided in the SEPA and Yorkville Notes. The registration rights agreement in connection with the SEPA requires registration of 4,500,000 PubCo Ordinary Shares in connection with these shares. For more information, see “Summary of this Proxy Statement/Prospectus — Recent Developments — Standby Equity Purchase Agreement.”

(5)      These PubCo Ordinary Shares to be issued after Closing.

Q:     Are AgileAlgo’s shareholders required to approve the Share Exchange?

A:     Yes. AgileAlgo’s shareholders’ approval of the Share Exchange and the Business Combination Agreement is required to consummate the Business Combination. It is a condition to the obligations of Inception Growth to consummate the Closing of the Business Combination that AgileAlgo shall have obtained authorization and approval of the Business Combination Agreement, the Share Exchange and all other transactions contemplated by the Business Combination Agreement by way of a resolution of AgileAlgo Shareholders passed by the unanimous affirmative vote of holders of all AgileAlgo Ordinary Shares in accordance with the organizational documents of AgileAlgo and the BVI Business Companies Act 2004 (as amended).

Q:     Is the consummation of the Business Combination subject to any conditions?

A:     Yes. The obligations of each of Inception Growth, PubCo and AgileAlgo to consummate the Business Combination are subject to conditions, as more fully described in the section titled “Summary of the Proxy Statement/Prospectus — The Business Combination and the Business Combination Agreement” in this proxy statement/prospectus.

Q:     Can I change my vote after I have mailed my proxy card?

A:     Yes. You may change your vote at any time before your proxy is voted at the Special Meeting. You may revoke your proxy by executing and returning a proxy card dated later than the previous one, or by attending the Special Meeting in person (including by virtual presence) and casting your vote by hand or by ballot (as applicable) or by submitting a written revocation stating that you would like to revoke your proxy that our proxy solicitor receives

prior to the Special Meeting. If you hold your IGTA Shares through a bank, brokerage firm or nominee, you should follow the instructions of your bank, brokerage firm or nominee regarding the revocation of proxies. If you are a record holder, you should send any notice of revocation or your completed new proxy card, as the case may be, to:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free: 1-877-870-8565
Brokers call: 1-206-870-8565
Email: ksmith@advantageproxy.com

Q:     Should I send in my share certificates now?

A:     Yes. Inception Growth’s stockholders who intend to have their shares redeemed should send their certificates or tender their shares electronically no later than two business days before the Special Meeting. Please see the section titled “The Special Meeting of Inception Growth stockholders — Redemption Rights” for the procedures to be followed if you wish to redeem your ordinary shares for cash.

Q:     When is the Business Combination expected to occur?

A:     Assuming the requisite stockholder approvals are received, Inception Growth expects that the Business Combination will occur as soon as practicable following the Special Meeting, but only after the registration of the articles of merger and Plan of Merger by the Delaware Secretary of State and the British Virgin Islands Registrar of Corporate Affairs and for the British Virgin Islands Registrar of Corporate Affairs to issue a certificate of merger with respect to the Redomestication Merger. Currently, Inception Growth has until June 13, 2025 to complete the Business Combination. However, on May 12, 2025, Inception Growth filed a definitive proxy statement with the SEC for its annual meeting to be held on June 5, 2025, which will be devoted to, among other proposals, proposals to extend the date by which Inception Growth has to consummate a business combination by four times for an additional one month each time from June 13, 2025 to October 13, 2025 by depositing into the trust account an aggregate amount equal to $0.075 multiplied by the number of common stock issued in Inception Growth’s IPO that has not been redeemed for each one-month extension. There can be no assurance that the annual meeting will proceed as scheduled on June 5, 2025, or at all. Furthermore, even if the annual meeting takes place as planned, there is no guarantee that the stockholders will approve the proposals to extend the time to consummate a business combination. If the extension proposals are approved, then the Combination Period will be extended to October 13, 2025, and Inception Growth will have until October 13, 2025 (assuming full extension) to consummate the Business Combination, and the Trust Account’s per-share redemption price will increase by up to a total of $0.3. However, stockholders may elect to redeem their shares in connection with the vote on the extension proposals, which would reduce the Trust Account balance, potentially decreasing the funds available for the Business Combination. If the extension proposals are not approved, or if Inception Growth otherwise fails to extend the deadline, Inception Growth will have until June 13, 2025 to complete the Business Combination. Should Inception Growth fail to consummate the Business Combination by June 13, 2025, it will be required to dissolve and liquidate.

Q:     Who will manage PubCo?

A:     Tay Yee Paa Tony, who currently serves as Chief Executive Officer of AgileAlgo, will jointly serve with Lee Wei Chiang Francis as Co-Chief Executive Officers, and Yeo Eddie Kia Loke, will serve as Chief Financial Officer at PubCo following the consummation of the Business Combination. For more information on PubCo’s current and anticipated management, see the section titled “PubCo’s Directors and Executive Officers after the Business Combination” in this proxy statement/prospectus.

Q:     What happens if the Business Combination is not consummated?

A:     If the Business Combination is not consummated, Inception Growth may seek another suitable business combination. If Inception Growth does not consummate a business combination by June 13, 2025 (if Inception Growth extends the period in full, as further described herein), then pursuant to the Current Charter, Inception Growth’s officers must take all actions necessary to dissolve and liquidate Inception Growth as soon as reasonably practicable. Following dissolution, Inception Growth will no longer exist as a company. In any liquidation, the funds held in the Trust Account, plus any interest earned thereon (net of taxes payable), together with any remaining out-of-trust net assets will be distributed pro-rata to holders of IGTA Shares who acquired such shares

in Inception Growth’s IPO or in the aftermarket. The estimated consideration that each IGTA Share would be paid at liquidation would be approximately $13.18 per share for stockholders based on amounts on deposit in the Trust Account as of April 30, 2025. The closing price of IGTA Shares on the OTC Markets as of May 23, 2025 was $12.25.

The Sponsor and other Initial Stockholders have waived the right to any liquidation distribution with respect to any IGTA Shares held by them.

Q:     What happens to the funds deposited in the Trust Account following the Business Combination?

A:     Following the closing of the Business Combination, holders of IGTA Shares exercising redemption rights will receive their per share redemption price out of the funds in the Trust Account. The balance of the funds will be released to PubCo and utilized to fund working capital needs of PubCo. As of April 30, 2025, there was approximately $3,689,890 in Inception Growth’s Trust Account. Inception Growth estimates that approximately $13.18 per outstanding share issued in Inception Growth’s IPO will be paid to the public investors exercising their redemption rights. Any funds remaining in the Trust Account after such uses will be used for future working capital and other corporate purposes of the combined entity.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     In the event that a U.S. Holder (as defined below) elects to redeem its IGTA Shares for cash, the treatment of the transaction for U.S. federal income tax purposes will depend on whether the redemption qualifies as sale or exchange of the IGTA Shares under Section 302 of the Internal Revenue Code (the “Code”) or is treated as a distribution under Section 301 of the Code. Whether the redemption qualifies as a sale or exchange or is treated as a distribution will depend on the facts and circumstances of each particular U.S. Holder at the time such holder exercises his, her, or its redemption rights. If the redemption qualifies as a sale or exchange of the IGTA Shares, the U.S. Holder will be treated as recognizing capital gain or loss equal to the difference between the amount realized on the redemption and such U.S. Holder’s adjusted tax basis in the IGTA Shares surrendered in such redemption transaction. Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. Holder’s holding period for the IGTA Shares redeemed exceeds one year.

Long-term capital gains recognized by non-corporate U.S. Holders (as defined below) will be eligible to be taxed at reduced rates. However, it is unclear whether the redemption rights with respect to the IGTA Shares may prevent a U.S. Holder from satisfying the applicable holding period requirements. Long-term capital gains recognized by non-corporate U.S. Holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations. See the section titled “U.S. Federal Income Tax Considerations — Certain U.S. Federal Income Tax Consequences of Exercising Redemption Rights” for a more detailed discussion of the U.S. federal income tax consequences of a U.S. Holder electing to redeem its IGTA Shares for cash.

Additionally, because the Redomestication Merger will occur prior to the redemption by U.S. Holders that exercise redemption rights with respect to IGTA Shares, U.S. Holders exercising such redemption rights will be subject to the potential tax consequences of section 367(a) of the Code. The tax consequences of the exercise of redemption rights, including pursuant to Section 367(a) of the Code, are discussed more fully below under “Material U.S. Federal Income Tax Consequences — Certain U.S. Federal Income Tax Consequences to U.S. Holders of Exercising Redemption Rights.” All holders of IGTA Shares considering exercising their redemption rights are urged to consult their tax advisor on the tax consequences to them of an exercise of redemption rights, including the applicability and effect of U.S. federal, state, local and foreign income and other tax laws.

Q:     Will holders of IGTA Shares, IGTA Rights or IGTA Warrants be subject to U.S. federal income tax on the PubCo Ordinary Shares or PubCo Warrants received in the Redomestication Merger?

A:     Subject to the limitations and qualifications described in “U.S. Federal Income Tax Considerations,” the Redomestication Merger should qualify as a “reorganization” within the meaning of Section 368 of the Code.

The rules under Section 368 of the Code, however, are complex and qualification for such treatment could be adversely affected by events or actions that occur following the Business Combination that are out of Inception Growth’s control.

Although U.S. persons generally do not recognize gain or loss on the receipt of stock pursuant to a reorganization under Section 368 of the Code, Section 367(a) of the Code could require U.S. Holders to recognize gain (but not loss) with respect to the Redomestication Merger. However, Section 367(a) of the Code should not apply to the Redomestication Merger in a manner that causes gain recognition to the U.S. Holders, unless the exchange of IGTA securities for PubCo securities is considered to be an indirect stock transfer under the applicable Treasury Regulations. The requirements under Section 367(a) are not discussed herein. There are significant factual and legal uncertainties concerning the determination of whether these requirements will be satisfied and there is limited guidance as to their application, particularly with regard to indirect stock transfers in cross-border reorganizations.

If the Redomestication Merger does not qualify as a “reorganization” for a reason other than the application of Section 367(a) of the Code, then a U.S. Holder that exchanges its IGTA Shares, IGTA Rights, or IGTA Warrants for the consideration under the Redomestication Merger will recognize gain or loss equal to the difference between (i) the fair market value of the PubCo Ordinary Shares and PubCo Warrants received and (ii) the U.S. Holder’s adjusted tax basis in the IGTA Shares, IGTA Rights, and IGTA Warrants exchanged. For a more detailed discussion of certain U.S. federal income tax consequences of the Redomestication Merger, see the section titled “U.S. Federal Income Tax Considerations — U.S. Federal Income Tax Consequences of the Redomestication Merger to U.S. Holders” in this proxy statement/prospectus. Holders should consult their own tax advisors to determine the tax consequences to them (including the application and effect of any state, local or other income and other tax laws) of the Redomestication Merger.

Q:     Who can help answer my questions?

A:     If you have questions about the Proposals or if you need additional copies of this proxy statement/prospectus or the enclosed proxy card you should contact Inception Growth’s proxy solicitor at:

Advantage Proxy, Inc.
P.O. Box 10904
Yakima, WA 98909
Individuals call toll-free: 1-877-870-8565
Brokers call: 1-206-870-8565
Email: ksmith@advantageproxy.com

You may also obtain additional information about Inception Growth from documents filed with the SEC by following the instructions in the section titled “Where You Can Find Additional Information.”

RISK FACTORS

Stockholders should carefully consider the following risk factors, together with all of the other information included in this proxy statement/prospectus before they decide whether to vote or instruct their vote to be cast to approve the Proposals described in this proxy statement/prospectus. These risks could have a material adverse effect on the business, financial conditioning and results of operations of PubCo, and could adversely affect the trading price of PubCo’s securities following the business combination. The value of your investment in PubCo following consummation of the Business Combination will be subject to the significant risks affecting PubCo and AgileAlgo. In addition to the other information contained in this proxy statement/prospectus, including the matters addressed under the headings “Forward-Looking Statements,” “AgileAlgo’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Inception Growth’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the consolidated financial statements and related notes contained herein, you should carefully consider the following risk factors in deciding how to vote on the Proposals presented in this proxy statement/prospectus and before making a decision to invest in PubCo’s securities. The risks associated with AgileAlgo, Inception Growth, the Business Combination and PubCo have been generally organized according to these categories discussed below, and many of these risks may have ramifications in more than one category. These categories, therefore, should be viewed as a starting point for understanding the significant risks relating to AgileAlgo, Inception Growth, the Business Combination and PubCo, and not as a limitation on the potential impact of the matters discussed. The business, results of operations, financial condition and prospects of AgileAlgo and PubCo could also be harmed by risks and uncertainties that are not presently known to them or that they currently believe are not material. If any of the risks actually occur, the business, results of operations, financial condition and prospects of AgileAlgo and PubCo could be materially and adversely affected. Unless otherwise indicated, references to business being harmed in these risk factors include harm to business, reputation, brand, financial condition, results of operations and prospects.

Risks Related to AgileAlgo’s Business

AgileAlgo has a limited operating history, which makes it difficult to evaluate its prospects and future results of operations.

AgileAlgo was founded in 2019. As a result of its limited operating history, AgileAlgo’s ability to forecast its future results of operations is limited and subject to a number of uncertainties, including its ability to plan for and model future growth. Its historical revenue growth should not be considered indicative of its future performance. A number of factors could cause its growth rate to be adversely impacted, including any reduction in demand for its products, solutions and services, increased competition, contraction of its overall market, its inability to accurately forecast demand for its products and solutions, or its failure, for any reason, to capitalize on growth opportunities. AgileAlgo has encountered and will encounter risks and uncertainties frequently experienced by growing companies in rapidly changing industries, such as the risks and uncertainties described herein. If AgileAlgo’s assumptions regarding these risks and uncertainties, which its uses to plan its business, are incorrect or change, or if it does not address these risks successfully, its business will be harmed.

The market in which AgileAlgo operates is highly competitive and rapidly changing and AgileAlgo may be unable to compete successfully.

There are a number of companies that offer or may offer products, solutions and services that compete in the market in which AgileAlgo operates. The market for AgileAlgo’s products, solutions and services is characterized by intense competition, evolving industry and regulatory standards, emerging business and distribution models, disruptive software technology developments, short product and service life cycles, price sensitivity on the part of customers, and frequent new products, solutions or services introductions, including alternatives to certain of AgileAlgo’s products, solutions and services, from other vendors which may be offered at significantly lower costs or free of charge. Current and potential competitors have established, or may establish, cooperative relationships among themselves or with third parties to increase the ability of their technologies to address the needs of AgileAlgo’s prospective customers. Furthermore, prospective customers may decide to develop competing products, solutions or to establish, strategic relationships with AgileAlgo’s competitors.

Competition in the market in which AgileAlgo operates could adversely affect AgileAlgo’s operating results by reducing the volume of the products and technologies AgileAlgo licenses or sells, the prices AgileAlgo can charge or the obligations of AgileAlgo to incur expenses or capital costs associated with the development, acquisition or promotion

of new products or technologies. Some of AgileAlgo’s current or potential competitors are large technology companies that have significantly greater financial, technical and marketing resources than AgileAlgo does, and others are smaller specialized companies that possess specialized expertise or regional focus and may have greater price flexibility than AgileAlgo does in connection with their business models. These competitors may be able to respond more rapidly than AgileAlgo can to new or emerging technologies or changes in customer requirements, or may decide to offer products at low or unsustainable cost to win new business or to retain their existing clients. They may also devote greater resources to the development, promotion and sale of their products than AgileAlgo does, and in certain cases may be able to include or combine their competitive products or technologies with other of their products or technologies in a manner whereby the competitive functionality is available at lower cost or free of charge within the larger offering. To the extent they do so, the penetration of AgileAlgo’s products, solutions and services, and therefore its revenue, may be adversely affected. AgileAlgo’s large competitors may also have greater access to customer data, which provides them with a competitive advantage in developing new products and technologies. AgileAlgo’s success depends substantially upon its ability to enhance its products and technologies, to develop and introduce, on a timely and cost-effective basis, new products and technologies that meet changing customer requirements and incorporate technological enhancements, and to maintain AgileAlgo’s alignment with the technologies and market strategies of its customers, which change and advance over time. If AgileAlgo is unable to develop new products or solutions and enhance functionalities or technologies to adapt to these changes and maintain AgileAlgo’s alignment with its customers, its business will suffer.

Adverse conditions in the market in which AgileAlgo operates in or the global economy more generally could have adverse effects on AgileAlgo’s results of operations.

AgileAlgo’s business depends on, and is directly affected by, the global market, as well as the global economy more generally, including global economic trends affecting artificial intelligence (“AI”), software development enterprise software, the internet of things (“IoT”), mobile application, call center, semiconductor device maker and other industries. For example, a portion of AgileAlgo’s customers are in the HR industry, and such industries production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rate levels and credit availability, consumer confidence, governmental incentives and regulatory requirements, and political volatility, especially in growth markets. Such factors may also negatively impact demand for products, including AI and enterprise software spent, that incorporate or use AgileAlgo products or technologies. In addition, global production and sales trends can be affected by AgileAlgo’s customers’ ability to continue operating in response to challenging economic conditions, and in response to labor relations issues, regulatory requirements, trade agreements and other factors. The volume of global AI and Enterprise Software sales, in particular, has fluctuated, sometimes significantly, from year to year, and such fluctuations give rise to fluctuations in the demand for AgileAlgo’s products. Any significant adverse change in any of these factors, including, but not limited to, general economic conditions and the resulting bankruptcy of a customer, may result in a reduction in sales and production by AgileAlgo’s customers, and could have a material adverse effect on AgileAlgo’s business, results of operations and financial condition.

AgileAlgo’s business strategy includes potential mergers and acquisitions, which may post risks to its operations, financial stability, and over business operations. It may be unable to source, and/or merge with, the right target companies for mergers and acquisitions. Even after the completion of a merger/acquisition, it may be difficult for AgileAlgo to integrate the acquired company’s operation, technology, culture and personnel effectively. Acquisitions may alter AgileAlgo’s competitive position and market dynamics and invite intensified competition or scrutiny from industry peers and regulatory bodies.

AgileAlgo’s strategy to develop new and enhance products in trial to include more features and functionality, compute and new techniques may adversely affect its near-term revenue growth and results of operations.

AgileAlgo has been and is continuing to develop new and enhanced existing capabilities with its natural language to code capability to new technology stack. The design and development of new features and technology stack will involve significant expense. AgileAlgo’s research and development costs will greatly increase in coming years and, together with certain expenses associated with delivering AgileAlgo’s services, are projected to continue to escalate in the near future. AgileAlgo may encounter difficulties with designing, developing, and releasing new features and components, as well as integrating these components with AgileAlgo’s existing technologies. These development issues may further increase costs and may affect AgileAlgo’s ability to innovate in a manner that allows AgileAlgo to remain competitive and innovative relative to its peers. As a result, AgileAlgo’s strategy to incorporate more features and technology stacks and components may adversely affect its revenue growth and results of operations.

Pricing pressures from AgileAlgo’s customers may adversely affect its results of operations.

AgileAlgo may experience pricing pressure from its customers in the future, including pricing pressure resulting from the strong purchasing power of major customers AgileAlgo may be expected to quote fixed prices or be forced to accept prices with annual price reduction commitments for long-term sales arrangements or discounted reimbursements for AgileAlgo’s work. Any price reductions could impact AgileAlgo’s sales and profit margins. AgileAlgo’s profitability is also influenced by its success in designing and marketing technological improvements in its products. If AgileAlgo is unable to offset any price reductions in the future, its business, results of operations and financial condition would be adversely affected.

AgileAlgo’s largest customers may include large System Integrators and Partners, and while AgileAlgo invests effort and money seeking their validation of AgileAlgo’s services and technology, and there can be no assurance that AgileAlgo will win or be able to renew its contracts with these customers, which could adversely affect AgileAlgo’s results of operations.

AgileAlgo invests effort and money building relationships and in product research and development in relationship to AgileAlgo’s customers from the time an opportunity is identified to identification of go-to-market partners and pursue to closure, including delivery and maintenance of the services and technology. This process is known as a “opportunity pursue.” AgileAlgo could expend its resources on these and similar efforts without success. Even if AgileAlgo is successful and has an established relationship with a customer, any failure to perform under a service contract or innovate in response to their feedback may neutralize its advantage with that customer. If AgileAlgo fails to win a significant number of competitive tenders in the future or to renew a significant number of existing service contracts, AgileAlgo’s operating results would be adversely affected. Moreover, to the extent AgileAlgo is unable to renew existing service contracts, this would negatively impact its revenue. The period of time from winning a contract to implementation is long and AgileAlgo is subject to the risks of cancellation or postponement of the contract or unsuccessful implementation.

AgileAlgo’s products are technologically complex and incorporate many technological innovations. Prospective customers generally must make significant commitments of resources to test and validate AgileAlgo’s products before including them in their product. There could be long development cycles that result in AgileAlgo investing its resources in customers and customer products prior to realizing any revenues from the related customer contracts. Further, AgileAlgo is subject to the risk that a customer cancels or postpones implementation of AgileAlgo’s technology, as well as that AgileAlgo will not be able to implement its technology successfully. Additionally, AgileAlgo’s sales could be less than forecast if the product is unsuccessful, including for reasons unrelated to its technology. Long development cycles and product cancellations or postponements may adversely affect AgileAlgo’s business, results of operations.

A limited number of customers may be accounted for a substantial portion of AgileAlgo’s revenue. If existing customers do not renew their contracts with AgileAlgo, or if AgileAlgo’s relationships with its largest customers are impaired or terminated, its revenue could decline, and its results of operations would be adversely impacted.

Certain of AgileAlgo’s customers, including customers that, at the time, represented a significant portion of its business, have in the past reduced their spend with AgileAlgo or decided to not renew their subscriptions with AgileAlgo, which has reduced AgileAlgo’s anticipated future payments or revenue from these customers. It is not possible for AgileAlgo to predict the future level of demand from its larger customers for AgileAlgo’s products and solutions.

AgileAlgo’s customers generally have no obligation to renew, upgrade, or expand their subscriptions with AgileAlgo after the terms of their existing subscriptions expire. In addition, AgileAlgo’s customers may opt to decrease their usage of AgileAlgo’s products, solutions or services. As a result, AgileAlgo cannot provide assurance that its customers will renew, upgrade, or expand their subscriptions, if they renew at all. If one or more of AgileAlgo’s customers elect not to renew their subscriptions, or if its customers renew their subscriptions for shorter time periods, or if AgileAlgo’s customers decrease their usage of AgileAlgo’s products, solutions or services, or if its customers otherwise seek to renegotiate terms of their existing agreements on terms less favorable to AgileAlgo, AgileAlgo’s business and results of operations would be adversely affected. This adverse impact would be even more pronounced for customers that represent a material portion of AgileAlgo’s revenue or business operations.

AgileAlgo’s operating results could be materially and adversely affected if it loses any of its largest customers.

The loss of business from any of AgileAlgo’s major customers, whether by lower overall demand for the services and products, cancellation of existing contracts or the failure to award AgileAlgo new business, could have a material adverse effect on AgileAlgo’s operating results. Alternatively, there is a risk that one or more of AgileAlgo’s major

customers could be unable to pay its invoices as they become due or that a customer will simply refuse to make such payments given its financial difficulties. If a major customer becomes subject to bankruptcy or similar proceedings whereby contractual commitments are subject to stay of execution and the possibility of legal or other modification, or if a major customer otherwise successfully procures protection against AgileAlgo legally enforcing its obligations, it is likely that AgileAlgo will be forced to record a substantial loss.

In addition to upfront payments pursuant to professional services or custom engineering or subscription agreements, AgileAlgo generally enters into master service agreements with its largest customers and also provides them with professional services, subscription and custom services. AgileAlgo’s largest current customers entered into master services agreements with AgileAlgo pursuant to which they are provided services and solution and, in some cases, associated services on an as-needed basis.

AgileAlgo’s business depends on its ability to attract new customers and on its existing customers purchasing additional services and subscriptions and renewing their existing services and subscriptions.

To increase its revenue, AgileAlgo’s must continue to attract new customers. AgileAlgo’s success will depend to a substantial extent on the widespread adoption of AgileAlgo’s products, solutions and services. Although demand for data management, ML, analytics, and AI platforms and applications has grown in recent years, the market for these platforms and applications continues to evolve. Numerous factors may impede AgileAlgo’s ability to add new customers, including but not limited to, AgileAlgo’s failure to compete effectively against alternative products or services, to attract and effectively train new sales and marketing personnel, to develop or expand relationships with partners and resellers, to successfully innovate and deploy new applications and other solutions, to provide a quality customer experience and customer support, or to ensure the effectiveness of AgileAlgo’s marketing programs. If AgileAlgo is not able to attract new customers, it will have an adverse effect on AgileAlgo’s business, financial condition and results of operations.

In addition, AgileAlgo’s future success depends on its ability to sell additional services and subscriptions for its products, solutions and services to its existing customers, and AgileAlgo’s customers renewing their services and subscriptions when the contract term expires. AgileAlgo’s customers generally have no contractual obligation to renew, upgrade, or expand their subscriptions after the terms of their existing subscriptions expire. In addition, AgileAlgo’s customers may opt to decrease their usage of AgileAlgo’s products, solutions and services. Given its limited operating history, AgileAlgo may not be able to accurately predict customer renewal rates. AgileAlgo’s customers’ renewal and expansion commitments may decline or fluctuate as a result of a number of factors, including, but not limited to, their satisfaction with AgileAlgo’s products, solutions and services and its customer support, the frequency and severity of software and implementation errors or other reliability issues, the pricing of its subscriptions or competing solutions, changes in their IT budget, the effects of global economic conditions, and AgileAlgo’s customers’ financial circumstances, including their ability to maintain or expand their spending levels or continue their operations. In order for AgileAlgo to maintain or improve its results of operations, it is important that AgileAlgo’s customers renew or expand their subscriptions. If AgileAlgo’s customers do not purchase additional subscriptions, increase their usage of AgileAlgo’s software, or renew their subscriptions with AgileAlgo, AgileAlgo’s business, financial condition, and results of operations may be harmed.

Achieving renewal or expansion of services, usage and subscriptions may require AgileAlgo to engage increasingly in sophisticated and costly sales and support efforts that may not result in additional sales. In addition, the rate at which AgileAlgo’s customers expand the deployment of AgileAlgo’s products and solutions depends on a number of factors. If AgileAlgo’s efforts to expand its relationships with its customers are not successful, its business, financial condition, and results of operations may be harmed.

AgileAlgo’s products in trial and solutions, as well as applications, features, and functionality that it may introduce in the future, may not be widely accepted by its customers, may receive negative attention or may require AgileAlgo to compensate or reimburse third parties, any of which may lower its margins and harm its business.

AgileAlgo’s ability to engage, retain, and increase its base of customers and to increase its revenue will depend on AgileAlgo’s ability to successfully create new applications, features, and functionality, both independently and together with third parties. AgileAlgo may introduce significant changes to its products in trial and solutions or develop and introduce new and unproven applications, including technologies with which AgileAlgo has little or no prior development or operating experience. These new applications and updates may fail to engage, retain, and increase AgileAlgo’s base of customers or may suffer from lag in adoption. New applications may initially suffer from

performance and quality issues that may negatively impact AgileAlgo’s ability to market and sell such applications to new and existing customers. The short- and long-term impact of any major change to AgileAlgo’s products and solutions, or the introduction of new applications, is particularly difficult to predict. If new or enhanced applications fail to engage, retain, and increase AgileAlgo’s base of customers, it may fail to generate sufficient revenue, operating margin, or other value to justify its investments in such applications, any of which may harm its business.

In addition, AgileAlgo is required to compensate or reimburse third parties in connection with certain sales of its products in trial and solutions as part of its partner relationships. New applications, features and functionality that AgileAlgo introduces in the future or new partner relationships may increase the amount of compensation or reimbursement it pays to third parties. Any future requirement or increase in the rate that AgileAlgo compensates or reimburses third parties would lower its profit margins and harm its business.

This specific risk factor identified, highlights the compounded risk of AgileAlgo introducing more products and appointing more partnerships. In scenarios where AgileAlgo, as the platform’s or product principal, may need to compensate or reimburse its partners who have led the sales and implementation for joint customers, the Company would be required to expressly agree to share the risk of implementation with the partner (who acts as prime contractor); this scenario would most likely only occur in public sector tenders, where contractual terms for the project engagements are prescribed by the awarding body. We have highlighted this as a potential risk factor because, however improbable or unlikely it may be, it is possible for the Company taking a calculated risk for specific contracts, to agree to share the risk of a project’s implementation with a third-party partner (which may be a reseller or consulting partner, certified by us), against mandatory terms of a customer’s tender specifications.

To date, the Company has not entered into any such arrangement, and has yet to fully commence its partnership programs formally; therefore, the Company has not been required to make any such compensation or reimbursement payments to date. In any event, the Company’s standard contractual terms limits our liability to a maximum of 1x (one times) total contract sum with that specific partner of customer concerned, and in the event that contract has not been fully paid for, our maximum liability in that case is limited up to the amounts paid on that contract, in cases where there are milestone payments agreed with the customer or partner concerned.

AgileAlgo’s sold projects may suffer from quality issues, missed timelines and resources constraints and may affect its financial performance due to the fulfillment of work for the clients.

Software delivery can go awry for a multitude of reasons, often stemming from a complex interplay of technical, organizational, and human factors. First and foremost, inadequate planning and requirements gathering can set the stage for failure. If the development team doesn’t have a clear understanding of the client’s needs, or if there’s a lack of well-defined specifications, it’s likely that the end product will fall short of expectations. Additionally, poor communication within the team and with stakeholders can lead to misunderstandings and misalignments, resulting in a final product that doesn’t meet the intended goals. Technical challenges, such as incompatible dependencies, software bugs, or unforeseen architectural limitations, can also impede the smooth delivery of a project. Furthermore, inadequate testing and quality assurance procedures can allow unnoticed defects to persist, compromising the stability and functionality of the software. Finally, external factors like sudden changes in market demands or regulatory requirements can disrupt the delivery process, necessitating significant adjustments. In sum, the complexities inherent in software development demand meticulous planning, robust communication, rigorous testing, and adaptive strategies to mitigate the risks of delivery going awry.

For quality-related risks related to our use of open-source technology, see “— AgileAlgo’s use of open-source technology could generate quality control and security challenges and impose limitations on its ability to commercialize its software.”

AgileAlgo’s sales cycles can be long and unpredictable, particularly with respect to large subscriptions, and its sales efforts require considerable time and expense.

AgileAlgo’s results of operations may fluctuate, in part, because of the complexity of customer problems that its products and solutions address, the resource-intensive nature of its sales efforts, the length and variability of the sales cycle for its products and solutions, and the difficulty in making short-term adjustments to its operating expenses. The timing of AgileAlgo’s sales is difficult to predict. The length of its sales cycle can vary substantially from customer to customer and can extend over a number of years for some larger customers. AgileAlgo’s sales efforts involve educating its customers about the use, technical capabilities, and benefits of its products and solutions. Customers often undertake

a prolonged evaluation process, which frequently involves not only AgileAlgo’s products and solutions but also those of other companies. In addition, the size of potential customers may lead to longer sales cycles. AgileAlgo may also face unexpected deployment challenges with large organizations or more complicated deployment of its products and solutions. Large organizations may demand additional features, support services, and pricing concessions or require additional security management or control features. Some organizations may also require an on-premise solution rather than a cloud solution, which potentially requires additional implementation time and potentially a longer sales cycle. AgileAlgo may spend substantial time, effort and money on sales efforts to large organizations without any assurance that its efforts will produce any sales or that these customers will deploy AgileAlgo’s products and solutions widely enough across their organization to justify its substantial upfront investment. As a result, it is difficult to predict exactly when, or even if, AgileAlgo will make a sale to a potential customer or if AgileAlgo can increase sales to its existing customers.

An individual sale typically represents a proportion of AgileAlgo’s overall sales during any given period, which impacts its ability to plan and manage cash flows and margins. These large individual sales have, in some cases, occurred in quarters or years subsequent to those AgileAlgo anticipated, or have not occurred at all. If AgileAlgo’s sales cycle lengthens or its substantial upfront investments do not result in sufficient revenue to justify its investments, AgileAlgo’s operating results could be adversely affected. In addition, within each quarter or year, it is difficult to project when a deal will close. Therefore, it is difficult to determine whether AgileAlgo is achieving its quarterly or annual expectations until near the end of the applicable quarter or year. Most of AgileAlgo’s expenses are relatively fixed or require time to adjust. Therefore, if expectations for AgileAlgo’s business are not accurate, AgileAlgo may not be able to adjust its cost structure on a timely basis, and AgileAlgo’s margins and cash flows may differ from expectations.

AgileAlgo’s operating results may fluctuate significantly from period to period, and this may cause its stock price to decline.

AgileAlgo’s operating results may fluctuate materially in the future. These fluctuations may cause AgileAlgo’s results of operations to not meet the expectations of securities analysts or investors which would likely cause the price of its stock to decline. Factors that may contribute to fluctuations in operating results include:

•        the volume, timing and fulfilment of large customer contracts;

•        renewals of existing customer contracts and wins of new customer programs;

•        increased expenditures incurred pursuing new product or market opportunities;

•        fluctuating sales by AgileAlgo’s customers to their end-users;

•        contractual counterparties failing to meet their contractual commitments to AgileAlgo;

•        introduction of new products by AgileAlgo or its competitors;

•        cybersecurity or data breaches;

•        reduction in the prices of AgileAlgo’s products in response to competition, market conditions or contractual obligations;

•        impairment of goodwill or intangible assets;

•        accounts receivable that are not collectible;

•        higher than anticipated costs related to agreed-upon prices contracts with AgileAlgo’s customers;

•        change in costs due to regulatory or trade restrictions;

•        expenses incurred in litigation matters, whether initiated by AgileAlgo or brought by third-parties against AgileAlgo, and settlements or judgments it is required to pay in connection with disputes; and

•        general economic trends as they affect the customer bases into which AgileAlgo and its customers sell and operate.

Due to the foregoing factors, among others, AgileAlgo’s revenue and operating results may fluctuate significantly from period to period. AgileAlgo’s expense levels are based in significant part on its expectations of future revenue, and AgileAlgo may not be able to reduce its expenses quickly to respond to near-term shortfalls in projected revenue. Therefore, AgileAlgo’s failure to meet revenue expectations would seriously harm its operating results, financial condition, and cash flows.

There is no assurance that AgileAlgo will be able to continue as a going concern absent additional financing, which AgileAlgo, prior to the consummation of the Business Combination, and PubCo, after consummation of the Business Combination, may not be able to obtain on favorable terms, or at all.

AgileAlgo has incurred operating losses since its inception and there can be no assurance if or when it will produce sufficient revenue from its operations to support its costs. Even if profitability is achieved in the future, AgileAlgo may not be able to sustain profitability on a consistent basis. AgileAlgo expects to continue to incur substantial losses and negative cash flow from operations for the foreseeable future. AgileAlgo’s financial statements included in this proxy statement/prospectus have been prepared assuming that it will continue as a going concern. However, AgileAlgo has concluded that, absent access to additional working capital, substantial doubt about its ability to continue as a going concern exists and AgileAlgo’s auditors have made reference to this in their audit report on AgileAlgo’s audited financial statements for the years ended September 30, 2024 and 2023. As a result, it may be more difficult for AgileAlgo to attract investors. AgileAlgo’s future is dependent upon its ability to obtain financing and upon future profitable operations from the sale of its products and services. For more information, and a discussion of AgileAlgo’s financial condition, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AgileAlgo — Liquidity and Capital Resources.”

AgileAlgo’s ability to obtain additional financing prior to the consummation of the Business Combination and PubCo’s ability to obtain additional financing following the consummation of the Business Combination will be subject to a number of factors, including market conditions, AgileAlgo’s operating performance and investor sentiment. If AgileAlgo or PubCo is unable to raise additional capital when required or on acceptable terms, AgileAlgo may have to significantly delay or scale back its operations or obtain funds by entering into agreements on unattractive terms, which would likely have a material adverse effect on AgileAlgo’s and PubCo’s business, stock price and AgileAlgo’s business relationships with third parties, at least until additional funding is obtained. If AgileAlgo does not have sufficient funds to continue operations, it could be required to seek bankruptcy protection or other alternatives. Any of these actions would likely result in AgileAlgo’s shareholders losing some or all of their investment in AgileAlgo.

AgileAlgo does not have any credit facilities as a source of future funds, and there can be no assurance that AgileAlgo or PubCo will be able to raise sufficient additional capital on acceptable terms, or at all. AgileAlgo or PubCo may seek additional capital through a combination of private and public equity offerings, debt financings and strategic collaborations. If AgileAlgo or PubCo raises additional funds through the issuance of equity or convertible debt securities, the percentage ownership of AgileAlgo or PubCo shareholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing shareholders. Debt financing, if obtained, may involve agreements that include covenants limiting or restricting AgileAlgo’s or PubCo’s ability to take specific actions, such as incurring additional debt, could increase AgileAlgo’s or PubCo’s expenses and require that AgileAlgo’s or PubCo’s assets secure such debt. Moreover, any debt AgileAlgo or PubCo incurs must be repaid regardless of their operating results.

AgileAlgo’s independent registered public accounting firm has included an explanatory paragraph relating to AgileAlgo’s ability to continue as a going concern in its report on AgileAlgo’s audited consolidated financial statements included in this proxy statement/prospectus.

AgileAlgo’s audited consolidated financial statements were prepared assuming that AgileAlgo will continue as a going concern. However, the report of AgileAlgo’s independent registered public accounting firm included elsewhere in this proxy statement/prospectus contains an explanatory paragraph on AgileAlgo’s consolidated financial statements stating there is substantial doubt about its ability to continue as a going concern, meaning that AgileAlgo may not be able to continue in operation for the foreseeable future or be able to realize assets and discharge liabilities in the ordinary course of operations. Such an opinion could materially limit AgileAlgo’s ability to raise additional funds through the issuance of new debt or equity securities or otherwise.

Management’s expectations and discussions for AgileAlgo’s operations and financial condition are discussed under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AgileAlgo — Liquidity and Capital Resources.”

There is no assurance that sufficient customer revenue, fundraising or financing will be available when needed to allow AgileAlgo to continue as a going concern. The perception that AgileAlgo may not be able to continue as a going concern may also make it more difficult to raise additional funds or operate AgileAlgo’s business due to concerns about its ability to meet contractual obligations.

Based on current operating plans, assuming successful completion of the Business Combination, availability of short-term and long-term equity and debt financing arrangements and financial support from existing AgileAlgo shareholders, who may provide AgileAlgo additional equity financing in the case AgileAlgo is not able to meet financial liabilities, AgileAlgo believes that it has resources to fund its operations for at least the next twelve months, but may require further funds to finance its activities thereafter. AgileAlgo may also consider potential financing options with banks, investors or other financing parties. As described above under “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AgileAlgo — Overview,” in the event no Business Combination is consummated, the Company will be able to sustain its operations beyond the three months ended December 31, 2024 for a further 12 to 18 months, if it keeps monthly operating costs at current levels, which are at approximately $40,000 per month.

To the extent that its current resources are insufficient to satisfy the Group’s cash requirements, the Group may need to seek additional equity or debt financing. If the financing is not available, or if the terms of financing are less desirable than the Group expects, the Group may be forced to decrease its level of investment in product development or delay, scale back or abandon all or part of its growth strategy, which could have an adverse impact on its business and financial prospects.

See also “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AgileAlgo — Ability to continue as going concern without Business Combination.”

AgileAlgo’s revenue growth depends in part on the success of its strategic relationships with third parties, including channel partners, and if AgileAlgo is unable to establish and maintain successful relationships with them, its business, operating results, and financial condition could be adversely affected.

AgileAlgo seeks to grow its partner ecosystem as a way to grow its business. AgileAlgo anticipates that it will continue to establish and maintain relationships with third parties, such as Value Added Resellers, system integrators, independent software and hardware vendors, and platform and cloud service providers.

AgileAlgo plans to continue to establish and maintain similar strategic relationships in certain industry verticals and otherwise, and it expects its channel partners to become an increasingly important aspect of its business. However, these strategic relationships could limit AgileAlgo’s ability in the future to compete in certain industry verticals and, depending on the success of its third-party partners and the industries that those partners operate in generally, may negatively impact its business because of the nature of strategic alliances, exclusivity provisions, or otherwise. AgileAlgo works closely with select vendors to design solutions to specifically address the needs of certain industry verticals or use cases within those verticals. As AgileAlgo’s agreements with strategic partners terminate or expire, AgileAlgo may be unable to renew or replace these agreements on comparable terms, or at all.

AgileAlgo’s future growth in revenue and ability to achieve and sustain profitability depends in part on its ability to identify, establish, and retain successful strategic partner relationships in the Singapore and internationally, which will take significant time and resources and involve significant risk. To the extent AgileAlgo does identify such partners, it will need to negotiate the terms of a commercial agreement with them under which the partner would distribute AgileAlgo’s products and solutions. AgileAlgo cannot be certain that it will be able to negotiate commercially attractive terms with any strategic partner, if at all. In addition, all channel partners must be trained to distribute AgileAlgo’s products and solutions. In order to develop and expand AgileAlgo’s distribution channel, it must develop and improve its processes for channel partner introduction and training. If AgileAlgo does not succeed in identifying suitable strategic partners or maintain its relationships with such partners, AgileAlgo’s business, operating results, and financial condition may be adversely affected.

Moreover, AgileAlgo cannot guarantee that the partners with whom it has strategic relationships will continue to devote the resources necessary to expand AgileAlgo’s reach and increase its distribution. In addition, customer satisfaction with services and other support from AgileAlgo’s strategic partners may be less than anticipated, negatively impacting anticipated revenue growth and results of operations. AgileAlgo cannot be certain that these partners will prioritize or provide adequate resources to selling AgileAlgo’s products and solutions. Further, some of AgileAlgo’s strategic partners offer competing platforms and applications or also work with AgileAlgo’s competitors. As a result of these factors, many of the companies with whom AgileAlgo has strategic alliances may choose to pursue alternative technologies and develop alternative platforms and applications in addition to or in lieu of AgileAlgo’s products and solutions, either on their own or in collaboration with others, including AgileAlgo’s competitors. AgileAlgo cannot assure you that its strategic partners will continue to cooperate with AgileAlgo. In addition, actions taken or omitted to be taken by such parties may adversely affect AgileAlgo. Moreover, AgileAlgo relies on its channel partners to operate in accordance with the terms of their contractual agreements with AgileAlgo. For example, AgileAlgo’s agreements with its channel partners may limit the terms and conditions pursuant to which they are authorized to resell or distribute AgileAlgo’s products and offer technical support and related services. If AgileAlgo is unsuccessful in establishing or maintaining its relationships with third parties, or if its strategic partners do not comply with their contractual obligations to AgileAlgo, AgileAlgo’s business, operating results, and financial condition may be adversely affected. Even if AgileAlgo is successful in establishing and maintaining these relationships with third parties, it cannot assure you that these relationships will result in increased customer usage of AgileAlgo’s products and solutions or increased revenue to AgileAlgo.

In addition, some of AgileAlgo’s sales to government entities have been made, and in the future may be made, indirectly through its channel partners. Government entities may have statutory, contractual, or other legal rights to terminate contracts with its channel partners for convenience or due to a default, and, in the future, if the portion of government contracts that are subject to renegotiation or termination at the election of the government entity are material, any such termination or renegotiation may adversely impact AgileAlgo’s future operating results. In the event of such termination, it may be difficult for AgileAlgo to arrange for another channel partner to sell its products and solutions to these government entities in a timely manner, and AgileAlgo could lose sales opportunities during the transition. Government entities routinely investigate and audit government contractors’ administrative processes, and any unfavorable audit could result in the government entity refusing to renew its subscription to AgileAlgo’s products and solutions, a reduction of revenue, or fines or civil or criminal liability if the audit uncovers improper or illegal activities.

AgileAlgo may not be able to obtain capital when desired on favorable terms, if at all, or without dilution to its shareholders.

AgileAlgo operates in an emerging market, which makes AgileAlgo’s prospects difficult to evaluate. It is possible that AgileAlgo may not generate sufficient cash flow from operations or otherwise have the capital resources to meet AgileAlgo’s future capital needs. If this occurs, AgileAlgo may need additional financing including under the Yorkville Financing to execute on its current or future business strategies, including to:

•        hire additional software engineers, sales and marketing professionals, and other personnel;

•        develop new or enhance products in trial and services;

•        enhance AgileAlgo’s operating infrastructure;

•        acquire complementary businesses or technologies; or

•        otherwise respond to competitive pressures.

If AgileAlgo raises additional funds through the issuance of equity or convertible debt securities, including under the Yorkville Financing, the percentage ownership of its shareholders could be significantly diluted, and these newly-issued securities may have rights, preferences or privileges senior to those of existing shareholders, including those acquiring shares in this offering. AgileAlgo cannot assure you that additional financing will be available on terms favorable to AgileAlgo, or at all. If adequate funds are not available or are not available on acceptable terms, if and when needed, AgileAlgo’s ability to fund its operations, take advantage of unanticipated opportunities, develop or enhance its products, or otherwise respond to competitive pressures would be significantly limited.

The issuance of PubCo Ordinary Shares in the Yorkville Financing after the completion of the Business Combination could result in substantial dilution, which could materially affect the trading price of the PubCo Ordinary Shares.

The SEPA grants the Combined Company the right, but not the obligation, to require Yorkville to purchase, from time to time, following the consummation of the Business Combination, up to $30,000,000 of newly issued PubCo Ordinary Shares. The Pre-Paid Advances may result in issuance upon conversion of a substantial number of such shares, of which currently 1,500,000 are estimated, and the Combined Company is registering 4,500,000 shares in connection with such Pre-Paid Advances. In addition, to the extent the Combined Company is eligible to, and exercises its right to, sell shares as further Advances under the SEPA, the Combined Company will need to issue new PubCo Ordinary Shares to Yorkville. Although the Combined Company cannot predict the number of shares of PubCo Ordinary Shares that would actually be issued in connection with any such sale, such issuances could result in substantial dilution and decreases to the Combined Company’s stock price. In addition, under the terms of the SEPA, Yorkville received a commitment fee from AgileAlgo prior to the Closing of the Business Combination, a number of shares of AgileAlgo that, upon the Closing, will be exchanged into 75,000 PubCo Ordinary Shares. Yorkville will have the right to sell such shares, upon their registration, which it may choose to do at prevailing prices from time to time. Any sale of the above described PubCo Ordinary Shares could result in a decrease in the price of PubCo Ordinary Shares.

The Yorkville Financing may be terminated by either party under the terms of the SEPA, which, if exercised, could result in an adverse effect on the consummation of the Business Combination.

The term of the SEPA in the Yorkville Financing is for thirty-six months from the date of closing of the Business Combination, which is its Effective Date (or until such date, if later, that the Promissory Note that was outstanding has been repaid), unless terminated earlier under the terms of the SEPA. The Company (as defined the SEPA being, as applicable, the Purchaser or Inception Growth) may terminate the SEPA effective upon five trading days’ prior written notice to the Investor; provided that (i) there are no outstanding Advance Notices (as defined below) under which PubCo Ordinary Shares have yet to be issued, (ii) there is not an outstanding Promissory Note, and (iii) the Company has paid all amounts owed to the Investor pursuant to the SEPA. The Investor may terminate the SEPA upon written notice to the Company. (Although the Investor waived all such rights, in a letter dated November 27, 2024 to Inception Growth, in which the Investor agreed not to enforce the referenced termination right prior to January 21, 2025, such waiver has since expired). The SEPA also may be terminated at any time by the mutual written consent of its parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. As of the date of this proxy statement/prospectus, neither the Company nor Investor has provided notice of any termination or notice of an intention to provide notice of termination.

If either the Company or Investor terminated the SEPA, AgileAlgo, Inception Growth and Purchaser would expect to seek alternative financing in connection with the closing of the Business Combination. Such alternative financing may be on different terms from the SEPA, and any such termination may result in a delay in the expected closing of the Business Combination, In the event the SEPA is terminated prior to the Closing, AgileAlgo, Inception Growth and Purchaser may find alternative financing at terms which may or may not be more favorable to the Company and its shareholders, and any such search for alternative financing may result in a delay to the Closing, and any such financing likewise may not be on terms acceptable to AgileAlgo and the Company, or be available. The Company and AgileAlgo cannot assure as to the terms or availability of alternative financing, as of the date of this proxy statement/prospectus, if the SEPA was terminated, and such alternative financing may not be available on more favorable terms or at all. In such a circumstance, the termination of the SEPA would result in an adverse effect on, or even possibly result in a failure of, the consummation of the Business Combination.

For more information, see “— If the conditions to closing contained in the Business Combination Agreement are not met or waived, the Business Combination may not occur.”

AgileAlgo may not be able to achieve its financial projections.

AgileAlgo’s financial projections and planning are based upon assumptions that AgileAlgo believes to be reasonable. Such assumptions may, however, be incomplete or inaccurate, and unanticipated events and circumstances may occur. For these reasons, actual results achieved during the periods covered may be materially and adversely different.

Even if the assumptions underlying AgileAlgo’s plans prove to be correct, there can be no assurances that AgileAlgo will not incur substantial operating losses or costs and expenses in excess of what was planned, while trying to attain its goals. However, there can be no assurances that AgileAlgo’s objectives will be realized if any of the assumptions underlying its plans prove to be inaccurate.

Investors should be aware that AgileAlgo has not conducted any independent market studies regarding its business plan, nor are any such studies currently planned. Any material differences from AgileAlgo’s projections could result in the loss of some or all of your investment.

If AgileAlgo is unable to ensure that its products and solutions interoperate with a variety of software applications that are developed by others, including its partners, it may become less competitive and its business may be harmed.

AgileAlgo’s products and solutions must integrate with a variety of hardware and software platforms, and it needs to continuously modify and enhance its products and solutions to adapt to changes in hardware and software technologies. In particular, AgileAlgo’s products and solutions are designed to easily integrate with key third-party applications, including the applications of software providers that compete with AgileAlgo as well as its partners. AgileAlgo is typically subject to standard terms and conditions of such providers, which govern the distribution, operation, and fees of such software systems, and which are subject to change by such providers from time to time. AgileAlgo’s business will be harmed if any provider of such software systems:

•        discontinues or limits AgileAlgo’s access to its software;

•        modifies its terms of service or other policies, including fees charged to, or other restrictions on AgileAlgo, or other platform and application developers;

•        changes how information is accessed by AgileAlgo or its customers;

•        establishes more favorable relationships with one or more of AgileAlgo’s competitors; or

•        develops or otherwise favors its own competitive offerings over AgileAlgo’s products and solutions.

Third-party services and products are constantly evolving, and AgileAlgo may not be able to modify its products and solutions to assure their compatibility with that of other third parties as they continue to develop or emerge in the future or AgileAlgo may not be able to make such modifications in a timely and cost-effective manner. In addition, some of AgileAlgo’s competitors may be able to disrupt the operations or compatibility of its products and solutions with their products or services, or exert strong business influence on AgileAlgo’s ability to, and terms on which AgileAlgo, operate its products and solutions. Should any of AgileAlgo’s competitors modify their products or standards in a manner that degrades the functionality of AgileAlgo’s products and solutions or gives preferential treatment to AgileAlgo’s competitors or competitive products, whether to enhance their competitive position or for any other reason, the interoperability of AgileAlgo’s products and solutions with these products could decrease and AgileAlgo’s business, results of operations, and financial condition would be harmed. If AgileAlgo is not permitted or able to integrate with these and other third-party applications in the future, AgileAlgo’s business, results of operations, and financial condition would be harmed.

Any failure to offer high-quality maintenance and support services for AgileAlgo’s customers may harm its relationships with its customers and, consequently, its business.

Once AgileAlgo’s product is deployed, its customers depend on its maintenance and support teams to resolve technical and operational issues and provide critical updates relating to AgileAlgo’s product. AgileAlgo’s ability to provide effective customer maintenance and support is largely dependent on its ability to attract, train, and retain qualified personnel with experience in supporting customers with software such as ours and maintaining the same. AgileAlgo may be unable to respond quickly enough to accommodate short-term increases in customer demand for technical support. AgileAlgo also may be unable to modify the scope and delivery of its maintenance services and technical support to compete with changes in the technical services provided by its competitors. Increased customer demand for maintenance and support services, without corresponding revenue, could increase costs and negatively affect AgileAlgo’s operating results. In addition, if AgileAlgo experiences increased customer demand for support and maintenance, AgileAlgo may face increased costs that may harm its results of operations. Further, as AgileAlgo continues to grow its operations and support its global customer base, it needs to be able to continue to provide efficient support and effective maintenance that meets its customers’ needs globally. If AgileAlgo is unable to provide efficient customer maintenance and support globally or if AgileAlgo needs to hire additional maintenance and support personnel, its business may be harmed. AgileAlgo’s ability to attract new customers is highly dependent on its business reputation and on positive recommendations from its existing customers. Any failure to maintain high-quality maintenance and support services, a failure of channel parties to maintain high-quality maintenance and support services or a market perception that AgileAlgo does not maintain high-quality maintenance and support services for its customers, would harm its business.

AgileAlgo has broad discretion in how it uses the funds it receives upon consummation of the Business Combination and may not use these funds effectively, which could affect AgileAlgo’s results of operations and cause PubCo’s stock price to decline.

AgileAlgo will have considerable discretion in the application of the funds it receives upon consummation of the Business Combination. Because of the number and variability of factors that determine AgileAlgo’s use of such funds, their ultimate use may vary substantially from their currently intended uses. Management might not apply AgileAlgo’s funds in ways that ultimately increase the value of its shareholders’ investment. While AgileAlgo currently intends to use the funds it receives upon consummation of the Business Combination to fund growth, planned and ongoing working capital needs, AgileAlgo is not obligated to do so. As a result, investors will be relying upon management’s judgment with only limited information about AgileAlgo’s specific intentions for the use of the balance of the funds from the Business Combination. AgileAlgo may use such funds for purposes that do not yield a significant return or any return at all for its shareholders. In addition, pending their use, AgileAlgo may invest the funds it receives upon consummation of the Business Combination in a manner that does not produce income or that loses value.

The loss of one or more key members of AgileAlgo’s management team or personnel, or its failure to attract, integrate and retain additional personnel in the future, could harm its business and negatively affect its ability to successfully grow its business.

AgileAlgo is highly dependent upon the continued service and performance of the key members of AgileAlgo’s management team and other personnel. The loss of any of these individuals, each of whom is “at will” and may terminate his or her employment relationship with AgileAlgo at any time, could disrupt AgileAlgo’s operations and significantly delay or prevent the achievement of its business objectives.

Additionally, if any of AgileAlgo’s key management team members or other employees were to leave, AgileAlgo could face substantial difficulty in hiring qualified successors and could experience a loss in productivity while any successor obtains the necessary training and experience. Although AgileAlgo has arrangements with some of its executive officers designed to promote retention, its employment relationships are generally at-will and AgileAlgo has had key employees leave in the past. AgileAlgo cannot assure you that one or more key employees will not leave in the future. AgileAlgo intends to continue to hire additional highly qualified personnel, including research and development and operational personnel, but may not be able to attract, assimilate or retain qualified personnel in the future or may be required to pay increased compensation in order to do so. Any failure to attract, integrate, motivate and retain such employees could harm AgileAlgo’s business or impair AgileAlgo’s ability to timely meet business goals and objectives.

AgileAlgo depends on skilled employees and could be impacted by a shortage of critical skills.

Much of AgileAlgo’s future success depends on the continued service and availability of skilled employees, particularly with respect to technical areas. Skilled and experienced personnel in the areas where AgileAlgo competes are in high demand, and competition for their talents is intense. Many of AgileAlgo’s key employees receive a total compensation package that includes equity awards and options. New regulations or volatility in the stock market could diminish AgileAlgo’s use, and the value, of its equity awards and options. This would place AgileAlgo at a competitive disadvantage in attracting qualified personnel or force it to offer more cash compensation.

Cybersecurity and data privacy incidents or breaches may damage client relations and inhibit AgileAlgo’s growth.

The confidentiality and security of AgileAlgo’s information, and that of third parties, is critical to AgileAlgo’s business. AgileAlgo’s services involve the transmission, use, and storage of customers’ and their customers’ information, which may be confidential. Any cybersecurity or data privacy incidents could have a material adverse effect on AgileAlgo’s results of operations and financial condition. While AgileAlgo maintains a broad array of information security and privacy measures, policies and practices, its networks may be breached through a variety of means, resulting in someone obtaining unauthorized access to AgileAlgo’s information, to information of AgileAlgo’s customers or their customers, or to AgileAlgo’s intellectual property; disabling or degrading service; or sabotaging systems or information. In addition, hardware, software, systems, or applications AgileAlgo develops or procure from third parties may contain defects in design or manufacture or other problems that could unexpectedly compromise information security. Unauthorized parties may also attempt to gain access to AgileAlgo’s systems or facilities, or those of third parties with whom AgileAlgo does business, through fraud or

other forms of deceiving AgileAlgo’s employees, contractors, and vendors. Because the techniques used to obtain unauthorized access, or to sabotage systems, change frequently and generally are not recognized until launched against a target, AgileAlgo may be unable to anticipate these techniques or to implement adequate preventative measures. AgileAlgo will continue to incur significant costs to continuously enhance its information security measures to defend against the threat of cybercrime. Any cybersecurity or data privacy incident or breach may result in:

•        loss of revenue resulting from the operational disruption;

•        loss of revenue or increased bad debt expense due to the inability to invoice properly or to customer dissatisfaction resulting in collection issues;

•        loss of revenue due to loss of customers;

•        material remediation costs to recreate or restore systems;

•        material investments in new or enhanced systems in order to enhance AgileAlgo’s information security posture;

•        cost of incentives offered to customers to restore confidence and maintain business relationships;

•        reputational damage resulting in the failure to retain or attract customers;

•        costs associated with potential litigation or governmental investigations;

•        costs associated with any required notices of a data breach;

•        costs associated with the potential loss of critical business data;

•        difficulties enhancing or creating new products due to loss of data or data integrity issues; and

•        other consequences of which AgileAlgo is not currently aware but would discover through the process of remediating any cybersecurity or data privacy incidents or breaches that may occur.

For security-related risks related to our use of open-source technology, see “— AgileAlgo’s use of open-source technology could generate quality control and security challenges and impose limitations on its ability to commercialize its software.”

AgileAlgo’s business is subject to a variety of domestic and international laws, rules, policies and other obligations, including data protection and anticorruption.

AgileAlgo is subject to Singapore, Malaysia, Japan and Australia and international laws and regulations in multiple areas, including data protection, anticorruption, labor relations, tax, foreign currency, anti-competition, import, export and trade regulations, and AgileAlgo may be subjected to a complex array of federal, state and international laws relating to the collection, use, retention, disclosure, security and transfer of personally identifiable information. In many cases, these laws apply not only to transfers between unrelated third-parties but also to transfers between AgileAlgo and its subsidiaries. Many jurisdictions have passed laws in this area, and other jurisdictions are considering imposing additional restrictions. The European Commission adopted the European General Data Protection Regulation (the “GDPR”), which went into effect on May 25, 2018. In addition, California adopted significant new consumer privacy laws that went effective beginning in January 2020. Complying with the GDPR and other requirements may cause AgileAlgo to incur substantial costs and may require it to change its business practices.

Any failure by AgileAlgo, its customers or other parties with whom AgileAlgo does business to comply with its privacy policy or with federal, state or international privacy-related or data protection laws and regulations could result in proceedings against AgileAlgo by governmental entities or others. Any alleged or actual failure to comply with applicable privacy laws and regulations may:

•        cause AgileAlgo’s customers to lose confidence in its solutions;

•        harm AgileAlgo’s reputation;

•        expose AgileAlgo to litigation, regulatory investigations and to resulting liabilities including reimbursement of customer costs, damages penalties or fines imposed by regulatory agencies; and

•        require AgileAlgo to incur significant expenses for remediation.

AgileAlgo’ may be indirectly subject to a variety of anticorruption laws in respect of its customers’ international operations, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act and the Canadian Corruption of Foreign Public Officials Act, and regulations issued by the U.S. Customs and Border Protection, the U.S. Bureau of Industry and Security, the U.S. Treasury Department’s Office of Foreign Assets Control, the Prevention of Corruption Act 1960 of Singapore, the Corruption, Drug Trafficking and Other Serious Crimes (Confiscation of Benefits) Act 1992 of Singapore and the Penal Code 1871 of Singapore, and various other foreign governmental agencies. AgileAlgo cannot predict the nature, scope or effect of future regulatory requirements to which its international operations might be subject or the manner in which existing laws might be administered or interpreted. Actual or alleged violations of these laws and regulations could lead to enforcement actions and financial penalties that could result in substantial costs.

Because a significant portion of AgileAlgo’s revenues are derived, and a significant portion of its research and development activities are based, outside the Singapore, its results could be harmed by economic, political, regulatory, foreign currency fluctuations and other risks associated with these international regions.

Because AgileAlgo operates worldwide, its business is subject to risks associated with doing business internationally. AgileAlgo currently generates most of its international revenue in Asia Pacific, and AgileAlgo anticipates that revenue from international operations could increase in the future. AgileAlgo conducts a significant portion of the development of its solutions in Singapore, Indonesia and India. AgileAlgo is exposed to fluctuating exchange rates of foreign currencies Accordingly, AgileAlgo’s future results could be harmed by a variety of factors associated with international sales and operations, including:

•        adverse political and economic conditions, or changes to such conditions, in a specific region or country;

•        trade protection measures, including tariffs and import/export controls, imposed by Singapore and/or by other countries or regional authorities;

•        changes in foreign currency exchange rates or the lack of ability to hedge certain foreign currencies;

•        compliance with laws and regulations in many countries and any subsequent changes in such laws and regulations;

•        geopolitical turmoil, including terrorism and war;

•        changing data privacy regulations and customer requirements to locate data centers in certain jurisdictions;

•        evolving restrictions on cross-border investment, including recent enhancements to the oversight by the Committee on Foreign Investment in the United States pursuant to the Foreign Investment Risk Preview Modernization Act;

•        changes in applicable tax laws;

•        difficulties in staffing and managing operations in multiple locations in many countries;

•        longer payment cycles of foreign customers and timing of collections in foreign jurisdictions; and

•        less effective protection of intellectual property than in Singapore.

Interruptions or delays in AgileAlgo’s services or services from data center hosting facilities or public clouds could impair the delivery of its services and harm its business.

Because AgileAlgo’s services are complex and incorporate a variety of third-party hardware and software, its services may have errors or defects that could result in unanticipated downtime for its customers and harm to its reputation and its business. AgileAlgo has from time to time found defects in its services, and new errors in its services may be detected in the future. In addition, AgileAlgo currently serves its customers from data center hosting facilities or third-party public clouds AgileAlgo directly manages. Any damage to, or failure of, the systems and facilities

that serve AgileAlgo’s customers as a whole or in part could result in interruptions in its service. Interruptions in AgileAlgo’s service may reduce its revenue, cause AgileAlgo to issue credits or pay service level agreement penalties, cause customers to terminate their on-demand services, and adversely affect AgileAlgo’s renewal rates and its ability to attract new customers.

AgileAlgo is subject to certain Singapore and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations. AgileAlgo can face serious consequences for violations.

Among other matters, Singapore and foreign anti-corruption, anti-money laundering, export control, sanctions, and other trade laws and regulations, which are collectively referred to as Trade Laws, prohibit companies and their employees, agents, clinical research organizations, legal counsel, accountants, consultants, contractors, and other partners from authorizing, promising, offering, providing, soliciting, or receiving directly or indirectly, corrupt or improper payments or anything else of value to or from recipients in the public or private sector. Violations of Trade Laws can result in substantial criminal fines and civil penalties, imprisonment, the loss of trade privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm, and other consequences. AgileAlgo also expects its non-Singapore activities to increase in time.

AgileAlgo’s business is subject to risks, expenses and uncertainties associated with selling its solutions in locations outside Singapore that could adversely affect its operating results.

AgileAlgo plans to increase its international operations in the future. Accordingly, AgileAlgo expects to increasingly face significant operational risks and expenses from doing business internationally.

AgileAlgo’s international operating results may be affected by volatility in currency exchange rates and its ability to effectively manage its currency transaction risks. AgileAlgo would incur currency transaction risks if AgileAlgo were to enter into either a purchase or a sale transaction using a different currency from the currency in which AgileAlgo reports revenue. In such cases, AgileAlgo may suffer an exchange loss because AgileAlgo does not currently engage in currency swaps or other currency hedging strategies to address this risk. As AgileAlgo realizes its strategy to expand internationally, its exposure to currency risks may increase. Given the volatility of exchange rates, AgileAlgo can give no assurance that it will be able to effectively manage its currency transaction risks or that any volatility in currency exchange rates will not have a material adverse effect on its results of operations.

Other risks and uncertainties AgileAlgo faces from its global operations include, but are not limited to:

•        difficulties in staffing and managing foreign operations;

•        limited protection for the enforcement of contract and intellectual property rights in certain countries where AgileAlgo may sell AgileAlgo’s solutions or work with suppliers or other third parties;

•        potentially longer sales and payment cycles and potentially greater difficulties in collecting accounts receivable;

•        costs and difficulties of customizing solutions for foreign countries;

•        challenges in providing solutions across a significant distance, in different languages and among different cultures;

•        laws and business practices favoring local competition;

•        being subject to a wide variety of complex foreign laws, treaties and regulations and adjusting to any unexpected changes in such laws, treaties and regulations;

•        differences in analysis of regulatory, legal and tax issues across various countries, such as different interpretations of antitrust and competition laws;

•        compliance with U.S. laws affecting activities of U.S. companies abroad, including the U.S. Foreign Corrupt Practices Act;

•        uncertainties related to geopolitical risks, including the relationship between the Singapore government and the government of other nations;

•        tariffs, trade barriers and other regulatory or contractual limitations on AgileAlgo’s ability to sell or develop its solutions in certain foreign markets;

•        operating in countries with a higher incidence of corruption and fraudulent business practices;

•        changes in regulatory requirements, including export controls, tariffs and embargoes, other trade restrictions, competition, corporate practices and data privacy concerns;

•        potential adverse tax consequences arising from global operations;

•        seasonal reductions in business activity in certain parts of the world, particularly during the summer months in Europe and at year-end globally;

•        rapid changes in government, economic and political policies and conditions; and

•        political or civil unrest or instability, terrorism or epidemics or pandemics (including any risks related to or resulting from COVID-19) and other similar outbreaks or events.

AgileAlgo’s failure to effectively manage the risks and uncertainties associated with its existing and planned global operations could limit the future growth of its business and adversely affect its operating results.

AgileAlgo relies on third-party internet service providers, including for connectivity to its software, and any failure by these service providers to provide reliable services could cause AgileAlgo to lose customers and subject it to claims for credits or damages, among other things.

AgileAlgo relies on services from third-party telecommunications providers in order to provide services to its customers and their customers. In particular, AgileAlgo depends on its internet bandwidth suppliers to provide uninterrupted and error-free service through their networks. AgileAlgo exercises little control over these third-party providers, which increases its vulnerability to problems with the services they provide.

When problems occur, it may be difficult to identify the source of the problem. Service disruption or outages, whether caused by AgileAlgo’s service, the products or services of AgileAlgo’s third-party service providers, or AgileAlgo’s customers’ or their customers’ equipment and systems, may result in loss of market acceptance of its products and technologies and any necessary remedial actions may force it to incur significant costs and expenses.

If any of these service providers fail to provide reliable services, suffer outages, degrade, disrupt, increase the cost of or terminate the services that AgileAlgo and its customers depend on, AgileAlgo may be required to switch to another service provider. Delays caused by switching AgileAlgo’s technology to another service provider, if available, and qualifying this new service provider could materially harm its operating results. Further, any failure on the part of third-party service providers to achieve or maintain expected performance levels, stability and security could harm AgileAlgo’s relationships with its customers, cause it to lose customers, result in claims for credits or damages, increase its costs or the costs incurred by its customers, damage its reputation, significantly reduce customer demand for its products and technologies and seriously harm its and operating results.

AgileAlgo’s customers rely on third-party telecommunications and internet service providers to provide them with access and connectivity to AgileAlgo’s software, and changes in how telecommunication and internet service providers handle and charge for access to telecommunications and the internet could materially harm AgileAlgo’s customer relationships, business, financial condition and operations results.

AgileAlgo’s customers must have access to wireless telecommunications and/or broadband internet access services in order to use its products and certain of its offerings require substantial capacity to operate effectively. In Singapore, wireless telecommunications and internet access services are provided by relatively few companies that, depending on the geographic area, have market power over such offerings. It is possible that these companies could charge AgileAlgo, its customers, or both fees to guarantee a service amount of capacity, or for quality of wireless telecommunications and broadband internet access services, that could advantage AgileAlgo’s competitors by degrading, disrupting, limiting, or otherwise restricting the use of infrastructure required to support AgileAlgo’s services. These providers likely have the ability to increase AgileAlgo’s rates, AgileAlgo’s customers’ rates, or both for wireless telecommunications and/or broadband internet access services which may increase the cost of AgileAlgo’s products and technologies making its products and technologies less competitive or decreasing AgileAlgo’s profit margins.

AgileAlgo’s plans to expand upon and establish new public cloud-based data centers for its international operations may be unsuccessful and may present execution and competitive risks.

AgileAlgo may seek to expand upon and establish new public cloud deployments in the future to facilitate its platform in certain international markets. AgileAlgo may partner with a third-party to develop, test and deploy its technology to offer a full stack of products on the public cloud in certain international markets. AgileAlgo’s public cloud-based platform offering is critical to developing and providing its products to its customers, scaling its business for future growth, accurately maintaining data and otherwise operating its business. Infrastructure buildouts on the public cloud are complex, time-consuming and may involve substantial expenditures. In addition, the implementation of public cloud-based data centers involves risks, including loss of information and potential disruption to AgileAlgo’s normal operations. Deficiencies in the design, implementation or maintenance of the cloud-based data centers could materially harm AgileAlgo’s business.

As AgileAlgo considers approaches for expanding internationally, government regulation protecting the non-discriminatory provision of internet access may be nascent or non-existent. In those markets where regulatory safeguards against unreasonable discrimination are nascent or non-existent and where local network operators possess substantial market power, AgileAlgo could experience anti-competitive practices that could impede its growth, cause it to incur additional expenses or otherwise harm its business. Future regulations or changes in laws and regulations or their existing interpretations or applications could also hinder AgileAlgo’s operational flexibility, raise compliance costs and result in additional liabilities for AgileAlgo, which may harm its business.

Sales to customers outside Singapore or customers with international operations and AgileAlgo’s international sales efforts and operations expose it to risks inherent in international sales and operations.

An element of AgileAlgo’s growth strategy is to expand its international sales efforts. AgileAlgo’s international expansion may not be successful and may not produce the return on investment it expects.

AgileAlgo’s international subsidiaries employ workers primarily in Asia Pacific countries. Operating in international markets requires significant resources and management attention and subjects it to intellectual property, regulatory, economic and political risks that are different from those in Singapore. As AgileAlgo increases its international sales efforts it will face risks in doing business internationally that could harm its business, including:

•        the need to establish and protect AgileAlgo’s brand in international markets;

•        the need to localize and adapt AgileAlgo’s products for specific countries, including translation into foreign languages and associated costs and expenses;

•        difficulties in staffing and managing foreign operations, particularly hiring and training qualified sales and service personnel;

•        the need to implement and offer customer care in various languages;

•        different pricing environments, longer sales and accounts receivable payment cycles and collections issues;

•        weaker protection for intellectual property and other legal rights than in Singapore and practical difficulties in enforcing intellectual property and other rights outside of Singapore;

•        privacy and data protection laws and regulations that are complex, expensive to comply with and may require that customer data be stored and processed in a designated territory;

•        increased risk of piracy, counterfeiting and other misappropriation of AgileAlgo’s intellectual property in its locations outside Singapore;

•        new and different sources of competition;

•        general economic conditions in international markets;

•        fluctuations in the value of Singapore dollar and foreign currencies, which may make AgileAlgo’s products more expensive in other countries or may increase its costs, impacting its operating results when translated into Singapore dollars;

•        compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, tax, telecommunications and telemarketing laws and regulations;

•        increased risk of international telecom fraud;

•        laws and business practices favoring local competitors;

•        compliance with laws and regulations applicable to foreign operations and cross border transactions, including the Foreign Corrupt Practices Act, the U.K. Bribery Act and other anti-corruption laws, supply chain restrictions, import and export control laws, tariffs, trade barriers, economic sanctions and other regulatory or contractual limitations on AgileAlgo’s ability to sell its products in certain foreign markets, and the risks and costs of non-compliance;

•        increased financial accounting and reporting burdens and complexities;

•        restrictions or taxes on the transfer of funds;

•        adverse tax consequences; and

•        unstable economic and political conditions and potential accompanying shifts in laws and regulations.

These risks could harm AgileAlgo’s international operations, increase its operating costs and hinder its ability to grow its international business and, consequently, its overall business and results of operations.

In addition, compliance with laws and regulations applicable to AgileAlgo’s international operations increases its cost of doing business outside Singapore. AgileAlgo may be unable to keep current with changes in foreign government requirements and laws as they change from time to time, which often occurs with minimal or no advance notice. Failure to comply with these regulations could harm its business. In many countries outside Singapore, it is common for others to engage in business practices that are prohibited by AgileAlgo’s internal policies and procedures or Singapore or international regulations applicable to it. Although AgileAlgo has implemented policies and procedures designed to ensure compliance with these laws and policies, there can be no assurance that all of its employees, contractors, strategic partners and agents will comply with these laws and policies. Violations of laws or key control policies by AgileAlgo’s employees, contractors, strategic partners or agents could result in delays in revenue recognition, financial reporting misstatements, fines, delays in filing financial reports required as a public company, penalties, or prohibitions on selling its products, any of which could harm its business.

Tax matters may cause significant variability in AgileAlgo’s operating results and may impact its overall financial condition.

AgileAlgo’s businesses are subject to income taxation in the Asia Pacific Countries, as well as in many tax jurisdictions throughout the world. Tax rates in these jurisdictions may be subject to significant change. If AgileAlgo’s effective tax rate increases, its operating results and cash flow could be adversely affected. AgileAlgo’s effective income tax rate can vary significantly between periods due to a number of complex factors including:

•        projected levels of taxable income;

•        pre-tax income being lower than anticipated in countries with lower statutory rates or higher than anticipated in countries with higher statutory rates;

•        increases or decreases to valuation allowances recorded against deferred tax assets;

•        tax audits conducted and settled by various tax authorities;

•        adjustments to income taxes upon finalization of income tax returns;

•        the ability to claim foreign tax credits;

•        the repatriation of non-Singapore earnings for which AgileAlgo has not previously provided for income taxes; and

•        changes in tax laws and their interpretations in countries in which AgileAlgo is subject to taxation.

AgileAlgo regularly evaluates the need for a valuation allowance on deferred tax assets, considering historical profitability, projected future taxable income, the expected timing of the reversals of existing temporary differences and tax planning strategies. This analysis is heavily dependent upon AgileAlgo’s current and projected operating results. A decline in future operating results could provide substantial evidence that a full or partial valuation allowance for deferred tax assets is necessary. This could have a material adverse effect on AgileAlgo’s results of operations and financial condition.

Forecasts of AgileAlgo’s market and market growth may prove to be inaccurate, and even if the markets in which it competes achieve the forecasted growth, there can be no assurance that its business will grow at similar rates, or at all.

Growth forecasts described in this proxy statement/prospectus relating to AgileAlgo’s market opportunities, including in the market that AgileAlgo operates in and adjacent markets, and the expected growth thereof, are subject to significant uncertainty and are based on assumptions and estimates which may prove to be inaccurate. Even if these markets meet its size estimate and experience the forecasted growth, it may not grow its business at a similar rate, or at all. Its growth is subject to many factors, including its success in implementing its business strategy and ability to penetrate adjacent markets, which is subject to many risks and uncertainties. Accordingly, the forecasts of market growth included in this proxy statement/prospectus should not be taken as indicative of its future growth.

If AgileAlgo is unable to acquire new customers, its operating results will be harmed. Likewise, potential customer turnover in the future, or costs it incurs to retain its existing customers, could materially and adversely affect its operating results.

AgileAlgo’s success depends on its ability to acquire new customers in new and existing verticals, and in new and existing geographic markets. If AgileAlgo is unable to attract a sufficient number of new customers, it may be unable to reduce gross margins at desired rates and its operating results may suffer. The market that AgileAlgo operates in is competitive and many of AgileAlgo’s competitors have substantial financial, personnel and other resources that they utilize to develop solutions and attract customers. As a result, it may be difficult for AgileAlgo to add new customers to AgileAlgo’s existing customer base. Competition in the marketplace may also lead AgileAlgo to win fewer new customers or result in AgileAlgo providing discounts and other commercial incentives. Additional factors that impact AgileAlgo’s ability to acquire new customers include the perceived need for AI-enabled products or AI services, the size of prospective customers’ budgets for AI, the utility and efficacy of AgileAlgo’s existing and new products, whether proven or perceived, and general economic conditions. These factors may have a meaningful negative impact on operating results.

If AgileAlgo does not successfully anticipate market needs, enhance its products in trial, execute on delivering quality products and services, or develop new products and services that meet those needs on a timely basis, it may not be able to compete effectively and its ability to generate revenues will suffer.

AgileAlgo cannot guarantee that it will be able to anticipate future market needs and opportunities or be able to develop product and service enhancements or new products and services to meet such needs or opportunities in a timely manner, if at all. Even if AgileAlgo is able to anticipate, develop and commercially introduce enhancements and new products and services, there can be no assurance that enhancements or new products and services will achieve widespread market acceptance.

New products, as well as enhancements to its products in trial, could fail to attain sufficient market acceptance for many reasons, including:

•        delays in releasing new products, or product enhancements;

•        failure to accurately predict market demand and to supply products that meet this demand in a timely fashion;

•        defects in its products, errors or failures of its products;

•        negative publicity or perceptions about the performance or effectiveness of products;

•        introduction or anticipated introduction of competing products or technologies by its competitors; and

•        installation, configuration or usage errors by its customers.

If AgileAlgo fails to anticipate market requirements or fail to develop and introduce product enhancements or new products to meet those needs in a timely manner, it could cause AgileAlgo to lose existing customers and prevent it from gaining new customers, which would significantly harm its business, financial condition and results of operations.

If AgileAlgo spends significant time and effort on research and development and is unable to generate an adequate return on its investment, its results of operations may be materially and adversely affected.

AgileAlgo’s business model is predicated, in part, on maintaining a customer base that will generate a recurring stream of revenues. If that recurring stream of revenues is not maintained or does not increase as expected, or if AgileAlgo’s business model changes as the industry evolves, its operating results may be adversely affected.

AgileAlgo’s business model is dependent, in part, on its ability to maintain and increase a customer base that generates recurring revenues. Existing and future customers of AgileAlgo’s products, technologies and systems may not purchase its subscriptions for its proprietary products or enter into service contracts with AgileAlgo at the same rate at which customers currently purchase those subscriptions or enter into service contracts with AgileAlgo. If AgileAlgo’s current and future customers purchase a lower volume of subscriptions for AgileAlgo’s proprietary products or do not continue entering into service contracts with us, AgileAlgo’s recurring revenue stream relative to its total revenues would be reduced and its operating results would be adversely affected.

AgileAlgo’s brand, reputation and ability to attract, retain and serve its customers are dependent in part upon the reliable performance of its products and technologies.

AgileAlgo’s brand, reputation and ability to attract, retain and serve its customers are dependent in part upon the reliable performance of, and the ability of its existing customers and new customers to access and use, its solutions, including real-time analytics and intelligence.

Interruptions in AgileAlgo’s systems or the third-party systems on which AgileAlgo and its products rely, whether due to system failures, computer viruses, physical or electronic break-ins, or other factors, could affect the security or availability of AgileAlgo’s products, network infrastructure, cloud infrastructure and website.

Problems with the reliability or security of AgileAlgo’s systems could harm its reputation. Damage to AgileAlgo’s reputation and the cost of remedying these problems could negatively affect its business, financial condition, and operating results. Additionally, AgileAlgo’s third-party hosting suppliers in certain instances may have no obligations to renew their agreements with AgileAlgo on commercially reasonable terms or at all, and certain of the agreements governing these relationships may be terminated by either party at any time. If AgileAlgo is unable to maintain, renew, or expand its agreements with these providers on commercially reasonable terms, it may experience costs or downtime as it transitions its operations.

Any disruptions or other performance problems with its products could harm AgileAlgo’s reputation and business and may damage its customers’ businesses. Interruptions in its service delivery might reduce AgileAlgo’s revenue, cause AgileAlgo to issue credits to customers, subject AgileAlgo to potential liability and cause customers not to renew their subscription purchases of its products.

If AgileAlgo is unable to maintain and enhance its brand or reputation, its operating results may be adversely affected.

AgileAlgo believes that maintaining and enhancing its reputation as an innovator in the software delivery space and that AgileAlgo operates in is critical to its relationship with its customers and its customers’ end-users and its ability to maintain customers and continue to attract new customers. The successful promotion of its brand will depend on multiple factors, including its marketing efforts, its ability to continue to deliver a superior customer experience and develop high-quality features for its products and its ability to successfully differentiate its products from those of its competitors. Its brand promotion activities may not be successful or yield increased revenue. The promotion of its brand requires AgileAlgo to make substantial expenditures, and it anticipates that the expenditures will increase as its market becomes more competitive, as it expands into new geographies and vertical markets and as more sales are generated through its reseller partners. To the extent that these activities yield increased revenue, this revenue may not offset the increased expenses it incurs. If AgileAlgo does not successfully maintain and enhance its brand and reputation, its operating results may be adversely affected.

The wars in Ukraine and in the Middle East could materially and adversely affect our business and results of operations.

The recent outbreak of war in Ukraine has already affected global economic markets, including a dramatic increase in the price of oil and gas, and the uncertain resolution of this conflict could result in protracted and/or severe damage to the global economy. Russia’s recent military interventions in Ukraine have led to, and may continue to result in, additional sanctions being levied by the United States, the European Union and other countries against Russia. Russia’s military incursion and the resulting sanctions could adversely affect global energy and financial markets and thus could affect the global markets, our customers’ businesses and potentially our business. As of the date of this proxy statement/prospectus, to its best knowledge, AgileAlgo (i) does not have any direct business or contracts with any Russian or Ukrainian entity as a supplier or customer, (ii) is not aware as to whether any its customers or suppliers have any direct business or contracts with any Russian or Ukrainian entity, (iii) has not experienced any material impacts from supply chain disruptions resulting from the war in Ukraine that have affected its business, products, lines of service, projects, or operations and (iv) has not been financially affected by the war in Ukraine. The extent and duration of the military action, sanctions and resulting market disruptions are impossible to predict, but could be substantial. Any such disruptions caused by Russian military action or resulting sanctions may magnify the impact of other risks described in this section. AgileAlgo cannot predict the progress or outcome of the situation in Ukraine, as the conflict and governmental reactions are rapidly developing and beyond its control.

Similarly, the war in Gaza is unpredictable and may expand into a regional or even possibly a global conflict. As of the date of this proxy statement/prospectus, this newest chapter in the long Middle East conflict has not resulted in any material adverse operational, financial or other impact on the AgileAlgo, but a prolonged conflict and/or significant escalation of hostilities could cause further disruptions in international relations and adversely affect global trade, which in turn would likely adversely affect AgileAlgo’s business and the price of our Shares. AgileAlgo cannot predict the progress or outcome of the situation in Gaza and/or Israel, as the conflict and governmental reactions are rapidly developing and beyond its control.

AgileAlgo has not experienced any new or heightened risk of potential cyberattacks by state actors or others since Russia’s invasion of Ukraine. AgileAlgo does not anticipate that any such attack will occur, and it has not taken any actions to mitigate such potential risks. AgileAlgo’s board of directors will continue to monitor any potential risks that might arise due to the wars in Ukraine and in the Middle East which are specific to it, including but not limited to risks related to cybersecurity, sanctions, clients, supply chain, suppliers, or service providers in any of the affected regions as well as risks connected with ongoing or halted operations or investments in any affected regions.

Prolonged unrest, intensified military activities or more extensive sanctions imposed on Russia or on others could have a material adverse effect on the global economy, and such effect could in turn have a material adverse effect on AgileAlgo’s business, financial condition, results of operations, and prospects.

Risks Related to AgileAlgo’s Intellectual Property and Technology

AgileAlgo’s use of open-source technology could generate quality control and security challenges and impose limitations on its ability to commercialize its software.

AgileAlgo uses open-source technology in some of its software and expects to continue to use open-source technology in the future. Although AgileAlgo monitor its use of open-source technology to avoid subjecting its software to conditions AgileAlgo does not intend, AgileAlgo may face allegations from others alleging ownership of, or seeking to enforce the terms of, an open-source license, including by demanding release of the open-source software, derivative works, or AgileAlgo’s proprietary source code that was developed using such technology. These allegations could also result in litigation. The terms of many open-source licenses have not been interpreted by Singapore courts. There is a risk that these licenses could be construed in a way that could impose unanticipated conditions or restrictions on AgileAlgo’s ability to commercialize its software. In such an event, AgileAlgo may be required to seek licenses from third parties to continue commercially offering its software, to make its proprietary code generally available in source code form, to re-engineer its software or to discontinue the sale of its software if re-engineering could not be accomplished on a timely basis, any of which could adversely affect AgileAlgo’s business and revenue.

The use of open-source technology could subject AgileAlgo to a number of other risks and challenges. Certain open-source technology is subject to further development or modification by anyone. Others may develop such software to be competitive with or no longer useful by AgileAlgo. It is also possible for competitors to develop their own solutions using open-source software, potentially reducing the demand for AgileAlgo’s software. If AgileAlgo is unable to successfully address these challenges, its operating results may be adversely affected, and its development costs may increase.

Whilst there are many benefits from the application of or reference to open-source codes, the risks around such code can be viewed as vulnerable to security flaws that might go unnoticed or unaddressed. Since they are freely available, malicious actors can scrutinize it for weaknesses, potentially exploiting them for attacks. Open-source projects often rely on other open-source libraries or frameworks. If one of these dependencies is deprecated, has security vulnerabilities, or undergoes significant changes, it can impact AgileAlgo’s project stability and security. Additionally, while many open-source projects have active communities supporting them, some projects may lack adequate support and maintenance. AgileAlgo may encounter issues or bugs, or may need to rely on community forums, including in addition to the company’s own resources, to resolve them.

While many open-source projects maintain high standards, some may lack robust testing and documentation. Using low-quality or poorly maintained code can lead to technical debt, making future development and maintenance more challenging. Open-source projects depend on community contributions and collaboration. Conflicts within the community, changes in project leadership, or shifts in project priorities can affect the project’s direction and viability. In some cases, relying on open-source code may result in code fragmentation, where different parts of your project are built on disparate libraries or frameworks. This can complicate maintenance and integration efforts. To mitigate these risks, AgileAlgo has conducted thorough due diligence before incorporating open-source code into its projects. This includes assessing the project’s reputation, community activity, security practices, and licensing terms. Additionally, staying vigilant about updates and security patches can help mitigate potential vulnerabilities. However, AgileAlgo may not be able to detect all security flaws, and the failure to miss any updates or timely fix bugs or other vulnerabilities arising from open-source technology may adversely affect AgileAlgo’s business and prospects.

Third parties may claim in the future that AgileAlgo is infringing their intellectual property, and AgileAlgo could be exposed to significant litigation or licensing expenses or be prevented from selling AgileAlgo’s products or making its technologies available to its customers if such claims are successful.

AgileAlgo has been and in the future may be subject to claims and legal actions alleging that AgileAlgo or AgileAlgo’s customers may be infringing or contributing to the infringement of the intellectual property rights of others (though no material legal actions against AgileAlgo are currently pending). AgileAlgo may be unaware of intellectual property rights of others that may cover some of its technologies and products. If it appears necessary or desirable, AgileAlgo may seek licenses for these intellectual property rights. However, AgileAlgo may not be able to obtain licenses from some or all claimants, the terms of any offered licenses may not be acceptable to us, and AgileAlgo may not be able to resolve disputes without litigation. Any litigation regarding intellectual property could be costly and time-consuming and could divert the attention of AgileAlgo’s management and key personnel from its business operations. Intellectual property disputes could subject AgileAlgo to significant liabilities, require it to enter into royalty and licensing arrangements on unfavorable terms, prevent it from licensing certain of its products, cause severe disruptions to its operations or the markets in which AgileAlgo competes, or require AgileAlgo to satisfy indemnification commitments with its customers including contractual provisions under various arrangements. Furthermore, because of the substantial amount of discovery required in connection with intellectual property litigation, there is a risk that some of AgileAlgo’s confidential information could be compromised by disclosure during this type of litigation. For example, during the course of this kind of litigation, confidential information may be inadvertently disclosed in the form of documents or testimony in connection with discovery requests, depositions or trial testimony. This disclosure could have a material adverse effect on AgileAlgo’s business and its financial results. Any of these could seriously harm AgileAlgo’s business.

Unauthorized use of AgileAlgo’s proprietary technology and intellectual property could adversely affect its business and results of operations.

AgileAlgo’s success and competitive position depend in large part on its ability to obtain and maintain intellectual property rights protecting its products and technologies. AgileAlgo relies on a combination of patent, copyrights, trademarks, trade secrets, confidentiality provisions and licensing arrangements to establish and protect AgileAlgo’s intellectual property and proprietary rights. Unauthorized parties may attempt to copy or discover aspects of AgileAlgo’s products or to obtain, license, sell or otherwise use information that AgileAlgo regards as proprietary.

Policing unauthorized use of AgileAlgo’s products is difficult and AgileAlgo may not be able to protect its technology from unauthorized use. Additionally, AgileAlgo’s competitors may independently develop technologies that are substantially the same or superior to its technologies and that do not infringe its rights. In these cases, AgileAlgo would be unable to prevent its competitors from selling or licensing these similar or superior technologies. In addition, the laws of some foreign countries do not protect AgileAlgo’s proprietary rights to the same extent as the laws of Singapore. Although the source code for AgileAlgo’s proprietary software is protected both as a trade secret and as a copyrighted work, litigation may be necessary to enforce its intellectual property rights, to protect its trade secrets, to determine the validity and scope of the proprietary rights of others, or to defend against claims of infringement or invalidity. Litigation, regardless of the outcome, can be very expensive and can divert management’s efforts.

AgileAlgo’s software products may have bugs, which could result in delayed or lost revenue, expensive correction, liability to its customers and claims against AgileAlgo.

Complex software products such as AgileAlgo’s may contain errors, defects or bugs. Defects in the solutions or products that AgileAlgo develops and sells to its customers could require expensive corrections and result in delayed or lost revenue, adverse customer reaction and negative publicity about AgileAlgo or AgileAlgo’s products and technologies. Customers who are not satisfied with any of AgileAlgo’s products may also bring claims against AgileAlgo for damages, which, even if unsuccessful, would likely be time-consuming to defend, and could result in costly litigation and payment of damages. Such claims could harm AgileAlgo’s reputation, financial results and competitive position.

AgileAlgo may be unable to respond quickly enough to changes in technology and technological risks and to develop its intellectual property into commercially viable products.

Changes in legislative, regulatory or industry requirements or in competitive technologies may render certain of AgileAlgo’s products obsolete or less attractive to its customers, which could adversely affect its results of operations. AgileAlgo’s ability to anticipate changes in technology and regulatory standards and to successfully develop and introduce new and enhanced products on a timely basis will be a significant factor in its ability to be competitive. There is a risk that AgileAlgo will not be able to achieve the technological advances that may be necessary for it to be competitive or that certain of its products will become obsolete. AgileAlgo is also subject to the risks generally associated with new product introductions and applications, including lack of market acceptance, delays in product development and failure of products to operate properly. These risks could have a material adverse effect on AgileAlgo’s business, results of operations and financial condition.

Risks Related to Doing Business in Singapore

AgileAlgo is subject to the regulations in Singapore and any adverse material changes affecting the Singapore market.

Since its incorporation, AgileAlgo’s operations have been primarily based in Singapore. Although there is no legislation in Singapore governing development and use of AI generally, different government authorities have implemented various initiatives to encourage responsible use of AI. See “Business of AgileAlgo — Government Regulations” for more information. Any changes to the regulations in Singapore, such as any further or new regulations that may be imposed on the industry in which AgileAlgo operates, may materially impact its business. Due to the lack of any AI-specific regulations in Singapore, such risks have not been included in the discussions and analysis of AgileAlgo’s projections and valuation in this proxy statement/prospectus. Therefore, the imposition of any future legislation may materially change the factors and assumptions upon which AgileAlgo’s projections and valuation were based, and actual results achieved during the periods covered may be materially and adversely different.

Further, any adverse conditions affecting the Singapore market, whether localized or global, may negatively affect AgileAlgo’s financial condition and business prospects. Circumstances may include but are not limited to epidemics, acts of terrorism, war and economic recessions.

Recently, the COVID-19 pandemic had adverse impacts on the financial markets and regulations in Singapore, which included temporary lockdowns or business suspensions, restrictions on work arrangements and border closures. With the emergence and spread of new variants, it is unpredictable whether Singapore will reimpose new restrictive measures in response to these new variants. Although most restrictions imposed by the Singapore government to tackle

COVID-19 have been lifted as of 2023, there can be no assurance that they will not be reimposed. Any continuing effects of, or prolonged reemergence from such events concerning public health could have a material adverse effect on AgileAlgo’s results of operations.

Risks Related to Inception Growth and the Business Combination

Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting for failure to meet the 36-month requirement in Nasdaq Rule IM 5101-2(b) to complete a business combination, and Inception Growth’s securities were suspended from trading on Nasdaq and delisted at the opening of business on December 17, 2024.

The IGTA Units, IGTA Shares, public IGTA Warrants and public IGTA Rights were listed on Nasdaq as of the closing of its IPO. Nasdaq IM-5101-2 requires that Inception Growth, a special purpose acquisition company, complete one or more business combinations within 36 months of the effectiveness of its initial public offering registration statement, which, in the case of Inception Growth, was December 8, 2024. Inception Growth was unable to complete an initial business combination by December 8, 2024, and on December 6, 2024, at a special meeting of stockholders, Inception Growth’s stockholders approved an amendment of Inception Growth’s certificate of incorporation and a further amendment to the Trust Agreement, which gave Inception Growth the right to extend the date by which it has to consummate a business combination by six times for an additional one (1) month each time from December 13, 2024 to June 13, 2025. Such extension, however, violated Nasdaq IM-5101-2. Effective on October 7, 2024, Nasdaq Rule 5815 was amended to provide for the immediate suspension and delisting upon issuance of a delisting determination letter to an issuer for failure to meet the requirements of Nasdaq IM5101-02.

Inception Growth received a notice, dated December 10, 2024 (the “Nasdaq Notice”) from Nasdaq, stating that Inception Growth did not comply with Nasdaq Interpretive Material IM-5101-2, and that its securities were subject to delisting. Inception Growth’s registration statement, filed in connection with the IPO, became effective on December 8, 2021. Pursuant to IM-5101-2, Inception Growth, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since Inception Growth did not complete its initial business combination by December 8, 2024, it did not comply with IM-5101-2, and its securities were subject to delisting. Unless Inception Growth requested a timely appeal of this determination by Nasdaq, trading of its securities on Nasdaq would be suspended at the opening of business on December 17, 2024, and a Form 25-NSE will be filed with the SEC, which would remove Inception Growth’s securities from listing on The Nasdaq Stock Market.

Inception Growth did not appeal against Nasdaq’s determination to delist its securities and accordingly, the Company’s securities were suspended from trading on Nasdaq at the opening of business on December 17, 2024. However, Inception Growth’s securities commenced trading on the OTC Markets at the opening of business on December 17, 2024, under their prior Nasdaq trading symbols; and it is expected that Inception Growth’s securities will continue to trade under their current symbols on the OTC Markets.

Pursuant to the Business Combination Agreement, as amended, the Business Combination Agreement may be terminated by either party if PubCo does not receive approval for the listing of the PubCo Ordinary Shares and PubCo Warrants on Nasdaq on or before March 31, 2025.

If (i) Inception Growth is not able to list its securities on another national securities exchange, (ii) the parties to the Business Combination Agreement waive applicable listing conditions as a condition to the Closing, and (iii) the Business Combination closes and stockholders receive unlisted shares, then Inception Growth expects that PubCo’s securities will be quoted on an over-the-counter market. If this were to occur, the Combined Company could face significant material adverse consequences, including:

•        a limited availability of market quotations for PubCo’s securities;

•        reduced demand and overall liquidity for PubCo’s securities;

•        a determination that PubCo Ordinary Shares are a “penny stock” which will require brokers trading in PubCo Ordinary Shares to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for PubCo’s securities;

•        a limited amount of news and analyst coverage;

•        a decreased ability to issue additional securities or obtain additional financing in the future; and

•        PubCo may be deemed a less attractive merger partner for a target company or business.

Additionally, the fact that the Inception Growth’s securities are not listed on Nasdaq may present certain challenges to listing the post Business Combination combined company’s securities on Nasdaq, such as the post Business Combination combined company’s ability to meet the listing requirements for Nasdaq, including the minimum per share bid price and the market value of unrestricted publicly held shares.

PubCo will seek to list the PubCo Ordinary Shares and the PubCo warrants on Nasdaq in connection with the closing of the Business Combination. Inception Growth cannot assure you that the PubCo Ordinary Shares and PubCo Warrants will be approved for listing on Nasdaq.

As a result of the suspension of Inception Growth’s securities from Nasdaq at the opening of business on December 17, 2024, Inception Growth’s common stock could become subject to the regulations of the SEC relating to the market for “penny stocks.” The “penny stock” rules are burdensome and may reduce the trading activity for shares of Inception Growth’s common stock. For example, brokers trading in shares of Inception Growth’s common stock would be required to deliver a standardized risk disclosure document, which specifies information about penny stocks and the nature and significance of risks of the penny stock market. The broker dealer also must provide the customer with bid and offer quotations for the penny stock, the compensation of the broker dealer and any salesperson in the transaction, and monthly account statements indicating the market value of each penny stock held in the customer’s account. In addition, the penny stock rules require that, prior to effecting a transaction in a penny stock not otherwise exempt from those rules, the broker dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. If Inception Growth’s common stock is a “penny stock,” these disclosure requirements may have the effect of reducing the trading activity in the secondary market for Inception Growth’s common stock. If the shares of Inception Growth’s common stock are subject to the “penny stock” rules, the holders of such shares of Inception Growth’s common stock may find it more difficult to sell their shares.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Since Inception Growth’s common stock, public warrants and public rights are listed on Nasdaq, such securities qualify as covered securities under such statute. Although the states are preempted from regulating the sale of covered securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if Inception Growth’s common stock, public warrants and public rights were no longer listed on Nasdaq, these securities would not qualify as covered securities under such statute and Inception Growth would be subject to regulation in each state in which it offers its securities, including regulations in connection with Inception Growth’s initial business combination, which may make it more difficult and costly to complete a business combination. In addition, Inception Growth’s securityholders could be prohibited from trading in its securities absent registration in the state where such securityholder lives. To date Inception Growth has not registered its securities in any state, and does not currently plan to do so. This may make it difficult or impossible for Inception Growth’s securityholders to trade in its securities.

The removal of the net tangible asset requirement in connection with the Business Combination may result in fewer net tangible assets being contributed to or calculated for PubCo, which may adversely affect the stock price of PubCo following the Business Combination.

Inception Growth’s stockholders shareholders are being asked to adopt the NTA Requirement Amendment Proposal prior to the Business Combination, which, in the judgment of the IGTA Board, may be necessary to facilitate the Business Combination. Net tangible assets are calculated as total assets, less intangible assets and total liabilities. Based on the pro forma financial statements of PubCo, PubCo may not be able to satisfy the NTA Rule. Although the calculation of net tangible assets offers limited utility to understanding the operations of a business such as AgileAlgo and PubCo, the calculation of net tangible assets may be used by investors to determine the value of a company’s shares. Accordingly, the removal of the net tangible asset requirement and may result in reduced tangible assets being contributed to or calculated for PubCo, which may adversely affect the stock price of PubCo Ordinary Shares following the Business Combination.

The Business Combination Agreement may be terminated if the PubCo Ordinary Shares are not listed on Nasdaq or the New York Stock Exchange on or before March 31, 2025.

The Business Combination Agreement, as amended to date, is subject to a number of conditions which must be satisfied or waived in order to complete the Business Combination and the Business Combination Agreement may be terminated under certain customary and limited circumstances, including that either party may terminate such agreement if the PubCo Ordinary Shares and the PubCo Warrants are not listed on Nasdaq on or before March 31, 2025.

As of the date of this proxy statement/prospectus, Inception Growth’s securities were suspended from trading on Nasdaq, and are now trading on the OTC Markets, under their prior Nasdaq trading symbols. If PubCo is not able to list its securities prior to the Closing (and not later than March 31, 2025), then either party will be entitled to terminate the Business Combination Agreement.

If the Business Combination is not successful, holders of Public Shares would not receive their pro rata portion of the Trust Account until Inception Growth liquidates or until Inception Growth consummates another initial business combination, which it may or may not be able to due within the required time period under the Current Charter. Holders of Public Shares in need of immediate liquidity could attempt to sell IGTA Shares in the open market; however, at such time the IGTA shares may be subject to reduced liquidity if they are not traded on Nasdaq, and if they trade, they may trade at a discount to the pro rata amount per share in the Trust Account. In either situation, holders of Public Shares may suffer a material loss on their investment and may lose the benefit of funds expected in connection with their ability to redeem shares until Inception Growth liquidates or holders of Public Shares are able to sell IGTA Shares in the open market.

Inception Growth will be forced to liquidate the Trust Account if it cannot consummate a business combination by June 13, 2025 (if Inception Growth extends the period in full), as described in more detail in this proxy statement/prospectus (the “Combination Period”); in such event, Inception Growth’s public stockholders will receive $13.18 per share and the IGTA Warrants and IGTA Rights will expire worthless.

If Inception Growth is unable to complete a business combination within the Combination Period, and is forced to liquidate, the initial per-share liquidation distribution will be $13.18, plus interest earned on amounts held in trust that have not been used to pay for taxes. Furthermore, there will be no distribution with respect to the IGTA Warrants and IGTA Rights, which will expire worthless as a result of Inception Growth’s failure to complete a business combination.

On May 12, 2025, Inception Growth filed a definitive proxy statement with the SEC for its annual meeting to be held on June 5, 2025, which will be devoted to, among other proposals, proposals to extend the date by which Inception Growth has to consummate a business combination by four times for an additional one month each time from June 13, 2025 to October 13, 2025 by depositing into the trust account an aggregate amount equal to $0.075 multiplied by the number of common stock issued in Inception Growth’s IPO that has not been redeemed for each one-month extension. There can be no assurance that the annual meeting will proceed as scheduled on June 5, 2025, or at all. Furthermore, even if the annual meeting takes place as planned, there is no guarantee that the stockholders will approve the proposals to extend the time to consummate a business combination.

If the extension proposals are approved, then the Combination Period will be extended to October 13, 2025, and Inception Growth will have until October 13, 2025 (assuming full extension) to consummate the Business Combination, and the Trust Account’s per-share redemption price will increase by up to a total of $0.3. However, stockholders may elect to redeem their shares in connection with the vote on the extension proposals, which would reduce the Trust Account balance, potentially decreasing the funds available for the Business Combination.

If the extension proposals are not approved, or if Inception Growth otherwise fails to extend the deadline, Inception Growth will have until June 13, 2025, to complete the Business Combination. Should Inception Growth fail to consummate the Business Combination by June 13, 2025, it will be required to dissolve and liquidate.

Inception Growth does not have a specified maximum redemption threshold in Inception Growth’s current certificate of incorporation. The absence of such a redemption threshold may make it possible for Inception Growth to consummate the Business Combination, in connection with which a substantial majority of Inception Growth’s public stockholders may redeem their Public Shares.

Inception Growth’s current amended and restated certificate of incorporation does not provide a specified maximum redemption threshold, except that (i) Inception Growth will not redeem the Public Shares in an amount that would cause Inception Growth’s net tangible assets to be less than $5,000,001 upon consummation of the Business Combination and we are seeking stockholder approval of an amendment to Inception Growth’s certificate of incorporation to remove this requirement (See “Proposal No. 6 — The NTA Requirement Amendment Proposal”) and (ii) no stockholder acting together with any affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Public Shares may exercise such redemption right with respect to more than 15% of the Public Shares without Inception Growth’s prior consent.

There is no guarantee that a stockholder’s decision whether to redeem its Public Shares for a pro rata portion of the Trust Account will put such stockholder in a better future economic position.

Inception Growth can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the consummation of the Business Combination or any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in the share price of PubCo and may result in a lower value realized upon redemption than a stockholder of Inception Growth might realize in the future had the stockholder not redeemed its Public Shares. Similarly, if a stockholder does not redeem its Public Shares, the stockholder will bear the risk of ownership of PubCo Ordinary Shares after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its PubCo Ordinary Shares in the future for a greater amount than the redemption price paid in connection with the redemption of the Public Shares in connection with the consummation of the Business Combination. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

IGTA may not be able to complete an initial business combination with a U.S. target company since such initial business combination may be subject to U.S. foreign investment regulations and review by a U.S. government entity such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited.

Certain companies requiring federally issued licenses in the United States, such as broadcasters and airlines, may be subject to rules or regulations that limit foreign ownership. In addition, the Committee on Foreign Investment in the United States (“CFIUS”) is an interagency committee authorized to review certain transactions involving foreign investment in the United States by foreign persons in order to determine the effect of such transactions on the national security of the United States. IGTA’s Sponsor, Soul Venture Partners LLC, is controlled by Mr. Cheuk Hang Chow, a non-U.S. person and a Hong Kong national. The Sponsor currently owns 40.99% of IGTA’s outstanding shares. IGTA therefore is likely to be considered a “foreign person” under the regulations administered by CFIUS and will continue to be considered as such in the future for so long as the Sponsor has the ability to exercise control over IGTA for purposes of CFIUS’s regulations. Therefore, IGTA could be subject to foreign ownership restrictions and/or CFIUS review if the proposed Business Combination is between Inception Growth and a U.S. target company engaged in a regulated industry or which may affect national security. The scope of CFIUS review was expanded by the Foreign Investment Risk Review Modernization Act of 2018 (“FIRRMA”), to include certain non-passive, non-controlling investments in sensitive U.S. businesses and certain acquisitions of real estate even with no underlying U.S. business. FIRRMA, and subsequent implementing regulations that are now in force, also subject certain categories of investments to mandatory filings. If the potential Business Combination with a U.S. target company falls within CFIUS’s jurisdiction, IGTA may determine that it is required to make a mandatory filing or that it will submit a voluntary notice to CFIUS, or IGTA may decide to proceed with the Business Combination without notifying CFIUS and thus risk CFIUS intervention, before or after closing the Business Combination. CFIUS may decide to block or delay the Business Combination, impose conditions to mitigate national security concerns with respect to the Business Combination or order IGTA to divest all or a portion of a U.S. business of the combined company if IGTA had proceeded without first obtaining CFIUS clearance. The foreign ownership limitations, and the potential impact of CFIUS, may limit the attractiveness of a transaction with IGTA or prevent it from pursuing certain initial business combination opportunities believed to otherwise be beneficial to IGTA and its shareholders. As a result, the pool of potential targets with which GTA complete an initial business combination may be limited and it may be adversely affected in terms of competing with other special purpose acquisition companies which do not have similar foreign ownership issues.

Moreover, the process of government review, whether by the CFIUS or otherwise, could be lengthy and we have limited time to complete the initial business combination. If IGTA cannot complete its initial business combination within 36 months (assuming full extension of the time to complete a business combination) from the closing of its initial public offering because the review process drags on beyond such timeframe or because its initial business combination is ultimately prohibited by CFIUS or another U.S. government entity, IGTA may be required to liquidate. In the event of such liquidation, IGTA’s public shareholders may only receive $13.18 per share, and the IGTA Warrants and IGTA rights will expire worthless. This will also cause you to lose the investment opportunity in a target company and the chance of realizing future gains on your investment through any price appreciation in the combined company.

Risks related to Potential Application of the Investment Company Act

As of the date hereof, substantially all of the assets held in the Trust Account are held in money market funds, which primarily invest in U.S. Treasury Bills. There is uncertainty under the Investment Company Act of 1940 (the “Investment Company Act”) whether special purpose acquisition companies, or “SPACs,” could become subject to regulation under the Investment Company Act. The longer that the funds in the Trust Account are held in U.S. government securities or in money market funds invested exclusively in such securities, the greater the risk that IGTA may be considered an unregistered investment company, in which case a claim could be made that it has been operating as an unregistered investment company. Accordingly, IGTA may determine, in its discretion, to liquidate the securities held in the Trust Account at any time and instead hold all funds in the Trust Account in a bank deposit account in order to mitigate the risks of falling within the definition of “investment company” under the Investment Company Act.

If Inception Growth is deemed to be an investment company and subject to compliance with and regulation under the Investment Company Act, it would be subject to additional regulatory burdens and expenses for which it has not allotted funds and for which it would not have sufficient time to comply with prior to the expiration of its time to complete a business combination. As a result, if IGTA were deemed to be an investment company, it would expect to abandon its efforts to complete an initial business combination and instead to liquidate and dissolve. If IGTA is required to liquidate and dissolve, investors would lose the opportunity to invest in a target company and would not be able to realize the benefits of owning shares in the post-business combination company, including the potential appreciation of the share price following such a transaction. In addition, in the event of IGTA’s liquidation and dissolution, the IGTA Warrants and IGTA Rights would expire worthless.

Inception Growth’s stockholders who attempted to redeem their Public Shares may be unable to sell their Public Shares when they wish in the event that the Business Combination is not consummated.

If Inception Growth requires public stockholders who wish to redeem their Public Shares in connection with the consummation of the Business Combination to comply with specific requirements for redemption as described in this proxy statement/prospectus and the Business Combination is not consummated, Inception Growth will promptly return such certificates to its public stockholders. Accordingly, public stockholders who attempted to redeem their Public Shares in such a circumstance will be unable to sell their Public Shares in the event that the Business Combination is not consummated until Inception Growth has returned their Public Shares to them. The market price for shares of the IGTA Shares may decline during this time and you may not be able to sell your Public Shares when you wish, even while other stockholders that did not seek redemption may be able to sell their IGTA Shares.

You must tender your IGTA Shares in order to validly seek redemption at the Special Meeting.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Inception Growth’s transfer agent by two business days before the Special Meeting, or deliver your IGTA Shares to the transfer agent electronically using The Depository Trust Company’s DWAC (Deposit/Withdrawal at Custodian) System, which election would likely be determined based on the manner in which you hold your IGTA Shares. The requirement for physical or electronic delivery by two business days before the Special Meeting ensures that a redeeming holder’s election to redeem is irrevocable once the Business Combination is consummated. Any failure to observe these procedures will result in your loss of redemption rights in connection with the vote on the Business Combination.

If third parties bring claims against Inception Growth, the proceeds held in trust could be reduced and the per-share liquidation price received by Inception Growth’s stockholders may be less than $13.18.

Inception Growth’s placing of funds in the Trust Account may not protect those funds from third party claims against Inception Growth. Although Inception Growth has received from many of the vendors, service providers (other than its independent accountants) and prospective target businesses with which it does business executed agreements waiving any

right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of Inception Growth’s public stockholders, they may still seek recourse against the Trust Account. Additionally, a court may not uphold the validity of such agreements. Accordingly, the proceeds held in trust could be subject to claims which could take priority over those of Inception Growth’s public stockholders. The Sponsor has agreed that, if Inception Growth liquidates the Trust Account prior to the consummation of a business combination and distributes the proceeds held therein to its public stockholders, it will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by Inception Growth for services rendered or contracted for or products sold to Inception Growth in excess of the net proceeds of the IPO not held in the Trust Account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account and only if such parties have not executed a waiver agreement. However, Inception Growth cannot assure you that the Sponsor will be able to meet such obligation. Therefore, the per-share distribution from the Trust Account for Inception Growth’s stockholders may be less than $13.18 due to such claims.

Additionally, if Inception Growth is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against it which is not dismissed, the proceeds held in the Trust Account could be subject to applicable bankruptcy law, and may be included in Inception Growth’s bankruptcy estate and subject to the claims of third parties with priority over the claims of its stockholders. To the extent any bankruptcy claims deplete the Trust Account, Inception Growth may not be able to return $13.18 per share to Inception Growth’s public stockholders.

Any distributions received by Inception Growth’s stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Inception Growth was unable to pay its debts as they fell due in the ordinary course of business and the value of its assets does not exceed its liabilities.

Inception Growth’s amended and restated certificate of incorporation provides that in the event Inception Growth does not consummate a Business Combination before June 13, 2025 (if Inception Growth extends the period in full, as further described herein), Inception Growth shall cease all operations except for the purpose of winding up.

If Inception Growth is unable to consummate a transaction within the Combination Period ending on June 13, 2025 (if Inception Growth extends the period in full, as further described herein), upon notice from Inception Growth, the trustee of the Trust Account will distribute the amount in its Trust Account to Inception Growth’s public stockholders. Concurrently, Inception Growth shall pay, or reserve for payment, from funds not held in trust, its liabilities and obligations, although Inception Growth cannot assure you that there will be sufficient funds for such purpose. If there are insufficient funds held outside the Trust Account for such purpose, the Sponsor has agreed that, if Inception Growth liquidates the Trust Account prior to the consummation of a business combination, it will be liable to pay debts and obligations to target businesses or vendors or other entities that are owed money by Inception Growth for services rendered or contracted for or products sold to Inception Growth in excess of the net proceeds of the IPO not held in the Trust Account, but only to the extent necessary to ensure that such debts or obligations do not reduce the amounts in the Trust Account and only if such parties have not executed a waiver agreement. However, Inception Growth cannot assure you that the liquidator will not determine that he or she requires additional time to evaluate creditors’ claims (particularly if there is uncertainty over the validity or extent of the claims of any creditors). Inception Growth also cannot assure you that a creditor or shareholder will not file a petition with the Delaware court which, if successful, may result in its liquidation being subject to the supervision of that court. Such events might delay distribution of some or all of Inception Growth’s assets to its public stockholders.

Thereafter, Inception Growth’s sole business purpose will be to voluntarily liquidate and dissolve in accordance with Delaware law. It is Inception Growth’s intention to liquidate the Trust Account to its public stockholders as soon as reasonably possible and Inception Growth’s Initial Stockholders have agreed to take any such action necessary to liquidate the Trust Account and to dissolve Inception Growth as soon as reasonably practicable if Inception Growth does not complete a business combination within the Combination Period. Pursuant to Inception Growth’s Current Charter, failure to consummate a business combination by June 13, 2025 (if Inception Growth extends the period in full, as further described herein) will trigger its automatic winding up.

If Inception Growth is forced to enter into an insolvent liquidation, any distributions received by Inception Growth stockholders could be viewed as an unlawful payment if it was proved that immediately following the date on which the distribution was made, Inception Growth was unable to pay its debts as they fall due in the ordinary course of business. As a result, a liquidator could seek to recover all amounts received by Inception Growth stockholders. Furthermore, the Inception Growth Board may be viewed as having breached its fiduciary duties to its creditors and/or may have acted in bad faith, and thereby exposing itself and Inception Growth to claims of damages, by paying public stockholders from the Trust Account prior to addressing the claims of creditors. Inception Growth cannot assure you that claims will not be brought against it for these reasons.

Inception Growth has identified material weaknesses in its internal control over financial reporting. These material weaknesses could adversely affect its ability to report its results of operations and financial condition accurately and in a timely manner.

Disclosure controls are procedures that are designed with the objective of ensuring that information required to be disclosed in Inception Growth’s reports filed under the Exchange Act is recorded, processed, summarized, and reported within the time period specified in the SEC’s rules and forms. Disclosure controls are also designed with the objective of ensuring that such information is accumulated and communicated to Inception Growth’s management, including the chief executive officer and chief financial officer, as appropriate to allow timely decisions regarding required disclosure. Inception Growth’s management evaluated, with the participation of its current chief executive officer and chief financial officer (the “Certifying Officers”), the effectiveness of its disclosure controls and procedures as of December 31, 2024, pursuant to Rule 13a-15(b) under the Exchange Act. Based upon that evaluation, the Certifying Officers concluded that Inception Growth’s disclosure controls and procedures were not effective.

Inception Growth does not expect that its disclosure controls and procedures will prevent all errors and all instances of fraud. Disclosure controls and procedures, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the disclosure controls and procedures are met. Further, the design of disclosure controls and procedures must reflect the fact that there are resource constraints, and the benefits must be considered relative to their costs. Because of the inherent limitations in all disclosure controls and procedures, no evaluation of disclosure controls and procedures can provide absolute assurance that Inception Growth has detected all of its control deficiencies and instances of fraud, if any. The design of disclosure controls and procedures also is based partly on certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Inception Growth determined that it did not maintain effective internal control over financial reporting for the years ended December 31, 2022 and 2023. Its annual reports on Form 10-K for the fiscal year ended December 31, 2021 (the “2021 Original Form 10-K”) contained an unintentional error in its content. It was inadvertently and incorrectly stated in Item 7 of Part II of the 2021 Original Form 10-K that there was a going concern issue for the Inception Growth but in fact there was no such issue. Inception Growth’s current report on Form 8-K filed on October 17, 2022 (the “Original Form 8-K”) also contained a similar unintentional error in its content, where it was inadvertently and incorrectly stated in Item 4.01 of the Original Form 8-K that the audit report on the financial statements of Inception Growth for the period from March 4, 2021 (date of inception) through December 31, 2021 contained an uncertainty about Inception Growth’s ability to continue as a going concern, but in fact there was no such uncertainty. Inception Growth subsequently filed an amended Form 10-K and amended Form 8-K on January 13, 2023 to rectify these errors.

In addition, Inception Growth failed to maintain effective controls over period-end recognition of excise tax liability and non-redemption agreements that resulted in errors in retained earnings. Inception Growth concluded that it should recognize the provision of excise tax liability and non-redemption agreements during the period end. Inception Growth’s annual report on Form 10-K for the fiscal year ended December 31, 2023 (the “2023 Original Form 10-K”) contained an unintentional error in its content. In connection with the preparation of the financial statements for Inception Growth as of and for the year ended December 31, 2023, Inception Growth’s management, in consultation with its advisors, identified two errors made in certain of Inception Growth’s previously issued financial statements, arising from the manner in which Inception Growth accounted for the deferred underwriting compensation in connection with its initial public offering and the classification of non-redemption agreement expenses. Inception Growth previously overstated $337,500 deferred underwriting compensation and classified the non-redemption agreement expenses as additional paid-in capital item. Its management determined, after consultation with its advisors, that the deferred underwriting compensation should be decreased to the maximum allowed by the underwriting agreement, and the non-redemption agreement expenses should be reclassified as profit and loss item. Inception Growth has restated amount of $337,500 deferred underwriting compensation in the 2023 Original Form 10-K. The subsequent events footnote disclosure of promissory notes were omitted. Inception Growth subsequently filed an amended Form 10-K on March 14, 2024 to rectify the errors.

To remediate these material weaknesses, Inception Growth developed a remediation plan with assistance from its accounting advisors and has dedicated significant resources and efforts to the remediation and improvement of its internal control over financial reporting. While Inception Growth has processes to identify and appropriately apply applicable accounting requirements, it plans to enhance its system of evaluating and implementing the complex

accounting standards that apply to its financial statements. Inception Growth’s plans at this time include providing enhanced access to accounting literature, research materials and documents and increased communication among its personnel and third-party professionals with whom it consults regarding complex accounting applications. The elements of this remediation plan can only be accomplished over time, and Inception Growth can offer no assurance that these initiatives will ultimately have the intended effects.

Because PubCo will become a public reporting company by means other than a traditional underwritten initial public offering, PubCo’s shareholders may face additional risks and uncertainties.

Because PubCo will become a public reporting company by means of consummating the Business Combination rather than by means of a traditional underwritten initial public offering, there is no independent third-party underwriter selling the PubCo Ordinary Shares, and, accordingly, PubCo’s shareholders will not have the benefit of an independent review and investigation of the type normally performed by an unaffiliated, independent underwriter in a public securities offering. Due diligence reviews often include an independent third party investigation of the background of the company, any advisors and their respective affiliates, review of the offering documents and independent analysis of the plan of business and any underlying financial assumptions. Because there is no independent third-party underwriter selling PubCo Ordinary Shares, Inception Growth’s stockholders must rely on the information included in this proxy statement/prospectus. Although Inception Growth performed a due diligence review and investigation of AgileAlgo in connection with the Business Combination, the lack of an independent third party due diligence review and investigation increases the risk of investment in PubCo because it may not have uncovered facts that would be important to a potential investor.

In addition, because PubCo will not become a public reporting company by means of a traditional underwritten initial public offering, security or industry analysts may not provide, or be less likely to provide, coverage of PubCo. Investment banks may also be less likely to agree to underwrite secondary offerings on behalf of PubCo than they might if PubCo became a public reporting company by means of a traditional underwritten initial public offering, because they may be less familiar with PubCo as a result of more limited coverage by analysts and the media. The failure to receive research coverage or support in the market for PubCo Ordinary Shares could have an adverse effect on PubCo’s ability to develop a liquid market for PubCo Ordinary Shares. See “Risk Factors — Risks Related to PubCo’s Securities — If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about PubCo or its business, its ordinary shares price and trading volume could decline.”

The Initial Stockholders have agreed to vote in favor of the Redomestication Merger Proposal, the Share Exchange Proposal and the other Proposals described in this proxy statement/prospectus, regardless of how Inception Growth’s public stockholders vote.

Unlike many other blank check companies in which the Initial Stockholders agree to vote their shares in accordance with the majority of the votes cast by Inception Growth’s public stockholders in connection with an initial business combination, the Initial Stockholders have agreed to vote any IGTA Shares owned by them in favor of the Redomestication Merger Proposal, the Share Exchange Proposal and the other Proposals described in this proxy statement/prospectus. As of the date of this proxy statement/prospectus, the Initial Stockholders own 1,303,490 IGTA Shares, or approximately 44.68% of the issued and outstanding IGTA Shares. The Initial Stockholders, all of whom have entered into the Sponsor Support Agreement, have agreed to vote any IGTA Shares owned by them in favor of the Redomestication Merger Proposal and the Share Exchange Proposal and, accordingly, we would need only an excess of 5.32% of the issued and outstanding IGTA Shares owned by IGTA’s public stockholders to be voted in favor of the Redomestication Merger Proposal and Share Exchange Proposal in order to have them approved, and only an excess of 5.32% of the issued and outstanding IGTA Shares owned by IGTA’s public stockholders, assuming that only a quorum was present at the meeting. As a result, it is more likely that the necessary stockholder approval will be received for the Redomestication Merger Proposal, the Share Exchange Proposal and the other Proposals than would be the case if the Initial Stockholders agreed to vote any IGTA Shares owned by them in accordance with the majority of the votes cast by Inception Growth’s public stockholders. While the Initial Stockholders have agreed to vote their shares in favor of the Redomestication Merger Proposal and the Share Exchange Proposal, stockholders should consider that the Initial Stockholders may have interests that are different from, or in addition to, those of other stockholders, and may be incentivized to complete the Business Combination even if it is with a less favorable target company or on less favorable terms, rather than liquidate. See “— Inception Growth’s directors and officers may have certain conflicts in determining to recommend the acquisition of AgileAlgo, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.”

Stockholder litigation and regulatory inquiries and investigations are expensive and could harm Inception Growth’s business, financial condition and results of operations and could divert management attention.

In the past, securities class action litigation and/or stockholder derivative litigation and inquiries or investigations by regulatory authorities have often followed certain significant business transactions, such as the sale of a company or announcement of any other strategic transaction, such as the Business Combination. Any stockholder litigation and/or regulatory investigations against Inception Growth, whether or not resolved in Inception Growth’s favor, could result in substantial costs and divert Inception Growth’s management’s attention from other business concerns, which could adversely affect Inception Growth’s business, financial condition and results of operations and the ultimate value the Inception Growth’s stockholders receive as a result of the consummation of the Business Combination.

If Inception Growth’s due diligence investigation of AgileAlgo was inadequate, then Inception Growth stockholders following the Business Combination could lose some or all of their investment.

Even though Inception Growth conducted a due diligence investigation of AgileAlgo, it cannot be sure that this diligence uncovered all material issues that may be present inside AgileAlgo or its business, or that it would be possible to uncover all material issues through a customary amount of due diligence, or that factors outside of AgileAlgo and its business and outside of its control will not later arise. If Inception Growth’s due diligence investigation of AgileAlgo was inadequate, then Inception Growth stockholders following the Business Combination could lose some or all of their investment.

Inception Growth’s Sponsor, officers and directors own IGTA Shares IGTA Warrants and IGTA Rights and will not participate in liquidation distributions and, therefore, they may have a conflict of interest in determining whether the Business Combination is appropriate.

Inception Growth’s Initial Stockholders collectively own an aggregate of 1,303,490 IGTA Shares and 4,721,250 IGTA Units. Such individuals/entities have waived their rights to redeem these shares (including shares underlying the units), or to receive distributions with respect to these shares upon the liquidation of the Trust Account if Inception Growth is unable to consummate a business combination. Accordingly, the IGTA Shares, as well as the IGTA Units purchased by Inception Growth’s officers and directors, will be worthless if Inception Growth does not consummate a business combination. Based on a market price of $12.25 per IGTA Share and $13.09 per IGTA Unit on May 23, 2025, the aggregate value of these shares and units was approximately $15,967,753 and $61,801,163, respectively. The IGTA Shares acquired prior to the IPO, as well as the IGTA Units will be worthless if Inception Growth does not consummate a business combination. Consequently, Inception Growth’s directors’ and officers’ discretion in identifying and selecting AgileAlgo as a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of the Business Combination are appropriate and in Inception Growth stockholders’ best interest.

The exercise price of the PubCo Warrants is subject to potential adjustment in the event Inception Growth issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of a business combination at an issue price or effective issue price of less than $9.20 per share. If shares of common stock are sold in a potential private investment in public equity financing (“PIPE”) investment at a price less than $9.20 per share, the exercise price of the PubCo Warrants may be adjusted.

The warrant agreement governing the IGTA Warrants provides that if (x) Inception Growth issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the Closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share of common stock (with such issue price or effective issue price to be determined in good faith by Inception Growth’s board of directors, and in the case of any such issuance to Inception Growth’s initial stockholders or their affiliates, without taking into account any founders’ shares held by them prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and (z) the volume weighted average trading price of the common stock during the 20 trading day period starting on the trading day prior to the day on which the Closing of the Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the Public Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the Market Value or (ii) the Newly Issued Price, and the $18.00 per share redemption trigger price described below under “Redemption of warrants” will be adjusted (to the nearest cent) to be equal to 180% of the greater of the Market Value and the Newly Issued Price. Whether or not this provision would

result in anti-dilution adjustments to the PubCo Warrants cannot be determined until after the consummation of the Business Combination. However, in the event that this provision is triggered, it could: (i) have an adverse impact on the trading price of the PubCo Ordinary Shares, (ii) lead to an increase in the number of redemptions of Public Shares, and (iii) make it more difficult to consummate the Business Combination.

Inception Growth’s warrant agreement and rights agreement designate the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of IGTA Warrants or IGTA Rights, which could limit the ability of warrant or rights holders to obtain a favorable judicial forum for disputes with Inception Growth.

Inception Growth’s warrant agreement and rights agreement provide that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the warrant agreement or rights agreement, including under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction shall be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the warrant agreement or rights agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of our warrants shall be deemed to have notice of and to have consented to the forum provisions in our warrant agreement and rights agreement. If any action, the subject matter of which is within the scope the forum provisions of the warrant agreement or rights agreement, is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York (a “foreign action”) in the name of any holder of our warrants or rights, such holder shall be deemed to have consented to: (x) the personal jurisdiction of the state and federal courts located in the State of New York in connection with any action brought in any such court to enforce the forum provisions (an “enforcement action”), and (y) having service of process made upon such warrant holder or rights holder in any such enforcement action by service upon such warrant holder’s or rights holder’s counsel in the foreign action as agent for such warrant holder or rights holder.

This choice-of-forum provision may limit a warrant holder’s or rights holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with our company, which may discourage such lawsuits. Alternatively, if a court were to find this provision of our warrant agreement or rights agreement inapplicable or unenforceable with respect to one or more of the specified types of actions or proceedings, we may incur additional costs associated with resolving such matters in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations and result in a diversion of the time and resources of our management and board of directors.

Inception Growth is requiring stockholders who wish to redeem their ordinary shares in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Inception Growth is requiring public stockholders who wish to redeem their IGTA Shares to either tender their certificates to Inception Growth’s transfer agent or deliver their shares to the transfer agent electronically using the Depository Trust Company’s, or DTC, DWAC System two business days before the Special Meeting. In order to obtain a physical certificate, a stockholder’s broker and/or clearing broker, DTC and Inception Growth’s transfer agent will need to act to facilitate this request. It is Inception Growth’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because Inception Growth does not have any control over this process or over the brokers or DTC, it may take significantly longer than two weeks to obtain a physical share certificate. While Inception Growth has been advised that it takes a short time to deliver shares through the DWAC System, Inception Growth cannot assure you of this fact. Accordingly, if it takes longer than Inception Growth anticipates for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their ordinary shares.

Inception Growth will require its public stockholders who wish to redeem their shares of common stock in connection with the Business Combination to comply with specific requirements for redemption described above, such redeeming stockholders may be unable to sell their securities when they wish to in the event that the Business Combination is not consummated.

If Inception Growth requires public stockholders who wish to redeem their ordinary shares in connection with the proposed Business Combination to comply with specific requirements for redemption as described above and the Business Combination is not consummated, Inception Growth will promptly return such certificates to its public stockholders. Accordingly, investors who attempted to redeem their shares of common stock in such a circumstance will be unable to sell their securities after the failed acquisition until Inception Growth has returned their securities to them. The market price for IGTA Shares may decline during this time and you may not be able to sell your securities when you wish to, even while other stockholders that did not seek redemption may be able to sell their securities.

The Initial Stockholders control a substantial interest in Inception Growth and thus may influence certain actions requiring a stockholder vote.

Inception Growth’s Initial Stockholders, including the Sponsor, the officers and directors, collectively own approximately 99.11% of its issued and outstanding IGTA Shares. However, if a significant number of Inception Growth stockholders vote, or indicate an intention to vote, against the Business Combination, the Initial Stockholders or the affiliates, could make such purchases in the open market or in private transactions in order to influence the vote. Inception Growth’s Initial Stockholders, all of whom have entered into the Sponsor Support Agreement, have agreed to vote any shares they own in favor of the Business Combination.

If the current Inception Growth’s security holders exercise their registration rights with respect to their securities, it may have an adverse effect on the market price of PubCo’s securities.

Inception Growth’s Initial Stockholders are entitled to demand that Inception Growth registers the resale of the IGTA Shares underlying the Private Units and private rights and any securities the Initial Stockholders, or their affiliates may be issued in payment of working capital loans made to Inception Growth at any time upon or after the parties consummate a business combination. If such persons exercise their registration rights with respect to all of their securities, then there will be an additional 4,721,250 PubCo Ordinary Shares eligible for trading in the public market. The presence of these additional ordinary shares trading in the public market may have an adverse effect on the market price of PubCo Ordinary Shares after the consummation of the Business Combination.

Inception Growth entered into the Business Combination Agreement on September 12, 2023, and the consideration for the Business Combination was set as of that date. There may be changes beyond the parties’ control, such as changes in the generative artificial intelligence industry, changes to applicable regulations and changes to the general economic climate, that may result in changes to the value of AgileAlgo since September 12, 2023.

Inception Growth entered into the Business Combination Agreement on September 12, 2023 and the consideration for AgileAlgo was set as of that date. The Inception Growth Board considered numerous factors and material assumptions with respect to general business, economic, regulatory, market and financial conditions and other future events, as well as matters specific to the business of AgileAlgo, in connection with the Business Combination. All of these factors are difficult to predict, and there may be changes in other factors that may be beyond parties’ control, such as changes in the generative artificial intelligence industry, as well as changes to applicable regulations and to the economy in general, among others, all of which may result in value of AgileAlgo being materially different when the Business Combination Agreement was signed.

AgileAlgo did not meet its original revenue projections for fiscal 2024, and if AgileAlgo is unable to accelerate its pipeline of prospective customer deals, or if AgileAlgo is unable to attract new customers or expand its existing customer relationships, AgileAlgo’s business, financial condition, and results of operations may be adversely affected.

AgileAlgo did not meet its original revenue projections for fiscal 2024. AgileAlgo’s revenues for the fiscal year 2024 represented a 251% increase over the revenue of the fiscal year ended September 30, 2023. See “Management’s Discussion and Analysis of Financial Condition and Results of Operations of AgileAlgo — Components of Results of Operations — Revenues.” However, these increased revenues, amounting to $264,355 for the year ended September 30, 2024, did not reach and are significantly lower than AgileAlgo’s original revenue projections for this period.

Due to the pendency of the Business Combination during the year ending September 30, 2024, AgileAlgo’s management’s view is that AgileAlgo’s future performance was delayed for such period, due to attention by management to completing the business combination, and due to a limitation of capital to deploy to sales force during this prior year which capital was redeployed to business combination expenses and/or not yet received due to the pendency of the closing of the Business Combination. Management also considers, as described elsewhere in this proxy statement/prospectus that AgileAlgo’s software platform in the new ADA line of business requires further development for automation capabilities. 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. This team can also further benefit from a deployed sales force. For more information, see “Business of AgileAlgo — Overview of Complete Product Portfolio and Roadmap” and “— Business Model — Move towards Coding-as-a-service provider.”

In connection with the above factors, specified deals from the fiscal year 2025 pipeline, which AgileAlgo projected to be accelerated from fiscal year 2025 to fiscal year 2024 were not accelerated, and it is possible that AgileAlgo’s actual results during fiscal 2025 and under the scenarios covered by its projections will be materially different than those projected. See “Background of the Business Combination — Valuation Report.”

AgileAlgo’s ability to increase its revenue will depend in part on its success in accelerating its pipeline of prospective customer deals and on attracting new customers. AgileAlgo’s success will depend to a substantial extent on the widespread adoption of our platform as an alternative to existing platforms and expanding its ADA lines of business. AgileAlgo’s sales efforts could be adversely impacted if customers and their end users perceive that features incorporated into competitive platforms, or their own technologies, reduce the relevance or attractiveness of its platform. Any decrease in user satisfaction with AgileAlgo’s platform or customer support, or delay or failure to have a supporting sales force or delay in automation of AgileAlgo’s platform, could also hamper its ability to attract new customers.

In addition to accelerating its pipeline and attracting new customers, AgileAlgo’s future success depends in part on its ability to expand its existing customer relationships by selling additional products to its existing customers. The rate at which our customers purchase products from AgileAlgo depends on a number of factors, including general economic conditions and pricing and services offered by its competitors. If AgileAlgo’s efforts to sell additional products to its customers are not successful, its business may be harmed.

If AgileAlgo is unable to accelerate its pipeline of deals, attract new customers, or expand its existing customer relationships, it will need to rely on financing, including existing financing, to finance its operations. For more information, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Yorkville Financing.”

As a result of these and other factors, AgileAlgo may be unable to accelerate its pipeline of deals, attract new customers, or expand its existing customer relationship, which may cause revenue in fiscal 2025 to fail to achieve expectations of AgileAlgo’s management or its projections or have an adverse effect on AgileAlgo’s business, financial condition, and results of operations.

For further information and management’s assessment of these matters, see “Proposal 2 — AgileAlgo Management Revenue Update” and “Proposal 2 — Review of Projections.”

A decline in projected revenue or the failure of actual financial results of AgileAlgo to meet the projected revenue results as disclosed elsewhere in this proxy statement/prospectus may adversely affect the future financial conditions, results of operations and prospects of the Combined Company.

Although the fiscal 2024 revenue projections of AgileAlgo were used by the third-party valuation company (see “Background of the Business Combination — Valuation Report”), such projections were based on assumptions made by the management of AgileAlgo in preparing their financial forecasts, and are subject to significant uncertainties and contingencies that are difficult to predict and are beyond the control of AgileAlgo. AgileAlgo did not meet its original revenue projections for fiscal 2024. AgileAlgo’s management believes its projected performance for fiscal 2024 was delayed a year due to attention by management to completing the Business Combination, and due to a limitation of capital to deploy to sales force during this prior year which capital was redeployed to business combination expenses and/or not yet received due to the pendency of the closing of the Business Combination. Additionally, AgileAlgo’s management noted that AgileAlgo’s software platform the ADA virtual coder is subject to further development for automation capabilities. The management also noted the factors that AgileAlgo beginning in fiscal 2025 is ramping up hiring of SAP and sales consultants, ahead of such prospective automation. In addition,

management noted the factors of founders of AgileAlgo supplying funds for the above two items in November 2024. See Management’s Discussion and Analysis of Financial Condition and Results of Operations of AgileAlgo — Recent Developments. Lastly, management noted that the deals from the fiscal year 2025 pipeline expected to close earlier in fiscal year 2024 did not occur but may occur in fiscal year 2025, further suggesting those events may contribute to associated revenue during the upcoming fiscal year.

The actual financial results of AgileAlgo may fail to meet the forecasted results, which may have an adverse impact on the stock price and prospects of the Combined Company. See “— AgileAlgo did not meet its original revenue projections for fiscal 2024, and if AgileAlgo is unable to accelerate is pipeline of prospective customer deals, or if AgileAlgo is unable to attract new customers or expand its existing customer relationships, AgileAlgo’s business, financial condition, and results of operations may be adversely affected.”

If the Business Combination’s benefits do not meet the expectations of financial or industry analysts, the market price of PubCo’s securities may decline after the Business Combination.

The market price of PubCo’s securities may decline as a result of the Business Combination if:

•        PubCo does not achieve the perceived benefits of the acquisition as rapidly as, or to the extent anticipated by, financial or industry analysts; or

•        The effect of the Business Combination on the financial statements is not consistent with the expectations of financial or industry analysts.

Accordingly, investors may experience a loss as a result of decreasing stock prices.

Inception Growth’s directors and officers may have certain conflicts in determining to recommend the acquisition of AgileAlgo, since certain of their interests, and certain interests of their affiliates and associates, are different from, or in addition to, your interests as a stockholder.

Inception Growth’s management and directors have interests in and arising from the Business Combination that are different from, or in addition to, your interests as a stockholder, which could result in a real or perceived conflict of interest. These interests include the fact that certain of the Inception Growth’s securities owned by Inception Growth’s management and directors, or their affiliates and associates, would become worthless if the Business Combination is not approved and Inception Growth otherwise fails to consummate a Business Combination prior to its liquidation. These interests include, among other things:

•        On September 12, 2023, contemporaneously with the execution of the Business Combination Agreement, Inception Growth’s Initial Stockholders entered into the Sponsor Support Agreement, pursuant to which, among other things, such stockholders agree not to exercise any right to redeem all or a portion of their respective IGTA Shares in connection with the Business Combination. Inception Growth did not provide any separate consideration to the Initial Stockholders for such forfeiture of redemption rights;

•        The Initial Stockholders have waived their rights to redeem their IGTA Shares (including shares underlying IGTA Units), or to receive distributions with respect to these shares upon the liquidation of the Trust Account if Inception Growth is unable to consummate a business combination. Accordingly, the IGTA Shares, as well as the IGTA Units purchased by the Sponsor and Inception Growth’s officers and directors, will be worthless if Inception Growth does not consummate a business combination;

•        If the proposed Business Combination is not completed by June 13, 2025 (if Inception Growth extends the period in full, as further described herein), Inception Growth will be required to liquidate. In such event, the 1,303,490 IGTA Shares held by the Initial Stockholders, which were acquired prior to the IPO for an aggregate purchase price of $25,000, or approximately $0.001 per share, will be worthless. Such shares had an aggregate market value of approximately $15,967,753 based on the closing price of IGTA Shares of $12.25 on the OTC Markets as of May 23, 2025. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding IGTA Shares will convert automatically, on a one-for-one basis, into one PubCo Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by an Inception Growth stockholder at the time of purchase of the IGTA Shares by such stockholder, a situation may arise in which the Sponsor or

a director of Inception Growth maintains a positive rate of return on its/his/her IGTA Shares while such Inception Growth stockholder experiences a negative rate of return on the shares such Inception Growth stockholder purchased;

•        If the proposed Business Combination is not completed by June 13, 2025 (if Inception Growth extends the period in full, as further described herein), the 4,721,250 Private Warrants purchased by the Sponsor for a total purchase price of $4,721,250, will be worthless. Such Private Warrants had an aggregate market value of approximately $330,488 based on the closing price of IGTA Warrants of $0.07 on the OTC Markets as of May 23, 2025; and

•        As a result of the interests of the Sponsor and Inception Growth’s directors and officers in Inception Growth’s securities, the Sponsor and Inception Growth’s directors and officers have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect Inception Growth’s initial business combination.

Inception Growth will incur significant transaction costs in connection with transactions contemplated by the Business Combination Agreement.

Inception Growth will incur significant transaction costs in connection with the Business Combination. If the Business Combination is not consummated, Inception Growth may not have sufficient funds to seek an alternative business combination and may be forced to voluntarily liquidate and subsequently dissolve.

The Business Combination may be materially adversely affected by the coronavirus (“COVID-19”) outbreak.

On March 11, 2020, the World Health Organization officially declared the outbreak of the COVID-19 a “pandemic.” A significant outbreak of COVID-19 and other infectious diseases could result in a widespread health crisis that could adversely affect the economies and financial markets worldwide, and the business of any potential target business with which Inception Growth consummates a business combination could be materially and adversely affected. Although as of the date of this proxy statement/prospectus, the outbreak has largely been controlled in many countries, it is possible that subsequent outbreaks driven by new variants of COVID-19 may occur. If that happens, Inception Growth may be unable to complete a business combination if continued concerns relating to COVID-19 restrict travel, limit the ability to have meetings with potential investors or the target company’s personnel, vendors and services providers are unavailable to negotiate and consummate a transaction in a timely manner. The extent to which COVID-19 impacts Inception Growth’s search for a business combination will depend on future developments, which are highly uncertain and cannot be predicted, including new information which may emerge concerning the severity of COVID-19 and the actions to contain COVID-19 or treat its impact, among others. If the disruptions posed by COVID-19 or other matters of global concern continue for an extensive period of time, Inception Growth’s ability to consummate a business combination, or the operations of a target business with which Inception Growth ultimately consummates a business combination, may be materially adversely affected.

The Business Combination may be materially adversely affected by current global geopolitical conditions resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia.

United States and global markets are experiencing volatility and disruption following the geopolitical instability resulting from the ongoing Russia-Ukraine conflict and the recent escalation of conflict in the Middle East and Southwest Asia. In response to the ongoing Russia-Ukraine conflict, the North Atlantic Treaty Organization (“NATO”) deployed additional military forces to Eastern Europe, and the United States, the United Kingdom, the European Union and other countries have announced various sanctions and restrictive actions against Russia, Belarus and related individuals and entities, including the removal of certain financial institutions from the Society for Worldwide Interbank Financial Telecommunication (SWIFT) payment system. Certain countries, including the United States, have also provided and may continue to provide military aid or other assistance to Ukraine and to Israel, or have undertaken or will undertake military strikes in Southwest Asia, increasing geopolitical tensions among a number of nations. The invasion of Ukraine by Russia and the escalation of conflict in the Middle East and Southwest Asia and the resulting measures that have been taken, and could be taken in the future, by NATO, the United States, the United Kingdom, the European Union, Israel and its neighboring states and other countries have created global security concerns that could have a lasting impact on regional and global economies. Although the length

and impact of the ongoing conflicts are highly unpredictable, they could lead to market disruptions, including significant volatility in commodity prices, credit and capital markets, as well as supply chain interruptions and increased cyber-attacks against U.S. companies. Additionally, any resulting sanctions could adversely affect the global economy and financial markets and lead to instability and lack of liquidity in capital markets.

Any of the abovementioned factors, or any other negative impact on the global economy, capital markets or other geopolitical conditions resulting from the Russian invasion of Ukraine, the escalation of conflict in the Middle East and Southwest Asia and subsequent sanctions or related actions, may lead to increased volume and price volatility for publicly traded securities or could adversely affect our search for an initial business combination by adversely affecting the operations or financial condition of potential target companies, any of which could make it more difficult for us to consummate the Business Combination on acceptable commercial terms, or at all. The extent and duration of the ongoing conflicts, resulting sanctions and any related market disruptions are impossible to predict, but could be substantial, particularly if current or new sanctions continue for an extended period of time or if geopolitical tensions result in expanded military operations on a global scale. If these disruptions or other matters of global concern continue for an extensive period of time, our ability to consummate the Business Combination may be materially adversely affected.

Inception Growth and AgileAlgo have incurred and expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, the incurrence of these costs will reduce the amount of cash available to be used for other corporate purposes by Inception Growth if the Business Combination is completed or by Inception Growth if the Business Combination is not completed.

Inception Growth and AgileAlgo expect to incur significant costs associated with the Business Combination. Whether or not the Business Combination is completed, Inception Growth expects to incur approximately $400,000 in expenses. These expenses will reduce the amount of cash available to be used for other corporate purposes by PubCo if the Business Combination is completed or by Inception Growth if the Business Combination is not completed.

In the event that a significant number of IGTA Shares are redeemed, the PubCo Ordinary Shares may become less liquid following the Business Combination.

If a significant number of IGTA Shares are redeemed, PubCo may be left with a significantly smaller number of stockholders. As a result, trading in the shares of PubCo following the Business Combination may be limited and your ability to sell your shares in the market could be adversely affected. PubCo intends to apply to list the PubCo Ordinary Shares on the Nasdaq, and Nasdaq may not list the PubCo Ordinary Shares on its exchange, which could limit investors’ ability to make transactions in PubCo Ordinary Shares and subject PubCo to additional trading restrictions.

Inception Growth may waive one or more of the conditions to the Business Combination without resoliciting Inception Growth’s stockholder approval for the Business Combination.

Inception Growth may agree to waive, in whole or in part, some of the conditions to its obligations to complete the Business Combination, to the extent permitted by applicable laws. The Inception Growth Board will evaluate the materiality of any waiver to determine whether amendment of this proxy statement/prospectus and resolicitation of proxies is warranted. In some instances, if the Inception Growth Board determines that a waiver is not sufficiently material to warrant resolicitation of Inception Growth stockholders, Inception Growth has the discretion to complete the Business Combination without seeking further stockholder approval. For example, it is a condition to Inception Growth’s obligations to close the Business Combination that there be no decree, order, judgment, writ, award, injunction, rule or consent of or by a governmental authority or other order restricting AgileAlgo’s conduct of its business, however, if the Inception Growth Board determines that any such order or injunction is not material to the business of AgileAlgo, then the Inception Growth Board may elect to waive that condition and close the Business Combination.

If the conditions to closing contained in the Business Combination Agreement are not met or waived, the Business Combination may not occur.

Even if the Business Combination Agreement is approved by the shareholders of Inception Growth, certain closing conditions must be met (or waived by applicable parties) for the parties to be obligated to effect the closing of the Business Combination, including, but not limited to the minimum cash condition of $5,000,000 after aggregating cash remaining in the Inception Growth’s trust account at closing (after giving effect to the completion and payment of redemptions of publicly traded IGTA Shares in connection with the Closing), cash of the Company and the proceeds of financing for the business combination (but prior to giving effect to the payment of unpaid transaction expenses

or other liabilities of the parties due at the Closing). For a list of the material closing conditions contained in the Business Combination Agreement, see “Proposal No. 2: Share Exchange Proposal — Conditions to Closing.” Certain of these closing conditions are beyond the control of the parties, and, in certain cases may require Inception Growth to identify and execute on an outside source of capital. As of the date hereof, the amount in the Inception Growth trust account together with the proceeds expected from the Yorkville Financing as of Closing are expected to exceed this minimum cash condition. However, there can be no assurances that additional redemptions of publicly traded IGTA Shares will not occur in connection with the Special Meeting. If such redemptions occur, Inception Growth will have less remaining in its trust account and the aggregate amount may be less than the $5,000,000 closing condition. If this circumstance occurs, this minimum cash condition would either need to be waived by each of the parties to the Business Combination Agreement, or additional funds would need to be secured prior to closing.

The term of the SEPA in the Yorkville Financing is for thirty-six months from the date of closing of the Business Combination, which is its Effective Date (or until such date, if later, that the Promissory Note that was outstanding has been repaid), unless terminated earlier under the terms of the SEPA. The Company (as defined the SEPA being as applicable the Purchaser or Inception Growth) may terminate the SEPA effective upon five trading days’ prior written notice to the Investor; provided that (i) there are no outstanding Advance Notices (as defined below) under which PubCo Ordinary Shares have yet to be issued, (ii) there is not an outstanding Promissory Note, and (iii) the Company has paid all amounts owed to the Investor pursuant to the SEPA. The Investor may terminate the SEPA upon written notice to the Company. The SEPA also may be terminated at any time by the mutual written consent of its parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. As of the date of this proxy statement/prospectus, neither the Company nor Investor has provided notice of any termination or notice of an intention to provide notice of termination.

If either AgileAlgo, Inception Growth and Purchaser, on the one hand, or Investor, on the other hand, terminated the SEPA, AgileAlgo, Inception Growth and Purchaser would expect to seek alternative financing in connection with the closing of the Business Combination. Such alternative financing may be on different terms from the SEPA, and any such termination may result in a delay in the expected closing of the Business Combination, In the event the SEPA is terminated prior to the Closing, AgileAlgo, Inception Growth and Purchaser may find alternative financing at terms which may or may not be more favorable to the Company and its shareholders, and any such search for alternative financing may result in a delay to the Closing, and any such financing likewise may not be on terms acceptable to AgileAlgo and the Company, or be available.

If such financing were not available (or available in a sum total of less than $5,000,000), the minimum cash condition of $5,000,000 would need to be waived by each of Inception Growth and AgileAlgo in order for this condition to be satisfied, which is a condition precedent to the consummation of the Business Combination, and without which the Business Combination would not be consummated.

The Company and AgileAlgo cannot assure as to the terms or availability of alternative financing, as of the date of this proxy statement/prospectus, if the SEPA was terminated, and such alternative financing may not be available on more favorable terms, or in amounts in excess of the minimum cash condition, or at all. In such a circumstance, the termination of the SEPA would result in an adverse effect on, or even possibly result in a failure of, the consummation of the Business Combination.

If such funds are required and not secured, and this condition is not waived, the Business Combination may not be completed, which could result in the termination of the Business Combination Agreement. If Inception Growth is unable to complete a business combination within the Combination Period, and is forced to liquidate, the initial per-share liquidation distribution will be $13.18, plus interest earned on amounts held in trust that have not been used to pay for taxes. Furthermore, there will be no distribution with respect to the IGTA Warrants and IGTA Rights, which will expire worthless as a result of Inception Growth’s failure to complete a business combination.

Inception Growth and AgileAlgo may not satisfy all of the closing conditions in the Business Combination Agreement. If the closing conditions are not satisfied or waived by the applicable parties, the Business Combination will not occur, or will be delayed pending later satisfaction or waiver, and such delay may cause Inception Growth and AgileAlgo to each lose some or all of the intended benefits of the Business Combination.

The unaudited pro forma condensed consolidated financial information contained in this proxy statement/prospectus may not be indicative of what the Combined Company’s actual financial condition or results of operations would have been.

The unaudited pro forma condensed consolidated financial information contained in this proxy statement/prospectus is presented for illustrative purposes only and is not necessarily indicative of what the Combined Company’s actual financial condition or results of operations would have been had the Business Combination been consummated on the dates indicated. The preparation of the unaudited pro forma condensed consolidated financial

Inception Growth’s current public stockholders will own approximately 12.60% of the issued share capital of PubCo, Inception Growth’s current directors, officers and affiliates will own approximately 0.58% of the issued share capital of PubCo, and AgileAlgo shareholders will own approximately 77.95% of the issued share capital of PubCo. Assuming maximum redemption by holders of 279,990 Inception Growth’s outstanding ordinary shares, Inception Growth’s current public stockholders will own approximately 11.40% of the issued share capital of PubCo, Inception Growth’s current directors, officers and affiliates will own approximately 0.59% of the issued share capital of PubCo, and AgileAlgo shareholders will own approximately 79.02% of the issued share capital of PubCo (comprising 100% of the Merger Consideration Shares, which includes the Earnout Consideration Shares). The minority position of the former Inception Growth’s stockholders will give them limited influence over the management and operations of the Combined Company. See “Will I experience dilution as a result of the Business Combination?”

Activities taken by Inception Growth’s affiliates to purchase, directly or indirectly, Public Shares will increase the likelihood of approval of the Redomestication Merger Proposal, the Share Exchange Proposal and the other Proposals and may affect the market price of Inception Growth’s securities.

The Sponsor or Inception Growth’s executive officers, directors and advisors, or their respective affiliates, may purchase IGTA Shares in privately negotiated transactions either prior to or following the consummation of the Business Combination. There is no limit on the number of Public Shares that the Sponsor and IGTA’s directors, officers, advisors or any of their respective affiliates may purchase in such transactions, subject to compliance with applicable law, including Rule 14e-5 under the Exchange Act, and Nasdaq rules. However, the Sponsor and IGTA’s directors, officers, advisors and their respective affiliates have not consummated any such purchases or acquisitions, have no current commitments, plans or intentions to engage in such transactions and have not formulated any terms or conditions for any such transactions. None of the funds in the Trust Account will be used to purchase Public Shares in such transactions. None of the Sponsor or Inception Growth’s executive officers, directors and advisors, or their respective affiliates, will make any such purchases when such parties are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Exchange Act. Although none of the Sponsor or Inception Growth’s executive officers, directors and advisors, or their respective affiliates, currently anticipates paying any premium purchase price for such Public Shares, in the event such parties do, the payment of a premium may not be in the best interest of those stockholders not receiving any such additional consideration. There is no limit on the number of shares that could be acquired by the Sponsor or Inception Growth’s executive officers, directors and advisors, or their respective affiliates, or the price such parties may pay.

If the Sponsor, IGTA’s directors, officers, advisors or any of their respective affiliates purchase Public Shares in privately negotiated transactions from holders of Public Shares who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares.

The purpose of any such purchases of Public Shares could be to increase the likelihood of obtaining stockholder approval of the Business Combination or to satisfy a closing condition in the Business Combination Agreement, where it appears that such requirement would otherwise not be met. Any such purchases of our Public Shares may result in the completion of the Business Combination that may not otherwise have been possible. Any such purchases will be reported pursuant to Section 13 and Section 16 of the Exchange Act to the extent the purchasers are subject to such reporting requirements. Further, in the event the Sponsor, IGTA’s directors, officers, advisors or any of their respective affiliates were to purchase Public Shares or Public Rights in privately negotiated transactions from public holders, such purchases would be structured in compliance with the requirements of Rule 14e-5 under the Exchange Act, including, in relevant part, through adherence to the following:

•        This proxy statement/prospectus discloses the possibility that the Sponsor, IGTA’s directors, officers, advisors or any of their respective affiliates may purchase Public Shares or Public Rights from public holders outside the redemption process, along with the purpose of such purchases;

•        If the Sponsor, IGTA’s directors, officers, advisors or any of their respective affiliates were to purchase Public Shares or Public Rights from public holders:

(a)     such purchasers would do so at a price no higher than the price offered through our redemption process;

(b)    such purchased shares would not be voted in favor of approving the business combination transaction;

the NTA Requirement Amendment Proposal to have a material adverse effect on PubCo’s cash position following the closing of the Business Combination. It is anticipated that following the Business Combination, PubCo can and will be financed with cash flow from operations and equity and debt financings.

PubCo’s share price may be volatile and could decline substantially.

The market price of PubCo Ordinary Shares may be volatile, both because of actual and perceived changes in the company’s financial results and prospects, and because of general volatility in the stock market. The factors that could cause fluctuations in PubCo’s share price may include, among other factors discussed in this section, the following:

•        actual or anticipated variations in the financial results and prospects of PubCo or other companies in a similar business;

•        changes in financial estimates by research analysts;

•        changes in the market valuations of other education technology companies;

•        announcements by PubCo or its competitors of expansions, investments, acquisitions, strategic partnerships or joint ventures;

•        mergers or other business combinations involving PubCo;

•        additions and departures of key personnel and senior management;

•        changes in accounting principles;

•        the passage of legislation or other developments affecting PubCo or its industry;

•        the trading volume of PubCo Ordinary Shares in the public market;

•        the release of lockup, escrow or other transfer restrictions on PubCo’s outstanding equity securities or sales of additional equity securities;

•        potential litigation or regulatory investigations;

•        changes in economic conditions, including fluctuations in global and regional economies;

•        financial market conditions;

•        natural disasters, terrorist acts, acts of war or periods of civil unrest; and

•        the realization of some or all of the risks described in this section.

In addition, the stock markets have experienced significant price and trading volume fluctuations from time to time, and the market prices of the equity securities of retailers have been extremely volatile and are sometimes subject to sharp price and trading volume changes. These broad market fluctuations may materially and adversely affect the market price of PubCo Ordinary Shares.

The sale or availability for sale of substantial amounts of PubCo Ordinary Shares could adversely affect their market price.

Sales of substantial amounts of the PubCo Ordinary Shares in the public market after the completion of the Business Combination, or the perception that these sales could occur, could adversely affect the market price of the PubCo Ordinary Shares and could materially impair PubCo’s ability to raise capital through equity offerings in the future. The PubCo Ordinary Shares listed after the Business Combination will be freely tradable without restriction or further registration under the Securities Act. In connection with the Business Combination, AgileAlgo and its directors, executive officers and existing shareholders will exchange the ordinary shares of AgileAlgo held by them for PubCo Ordinary Shares upon the consummation of the Business Combination and have agreed, subject to certain exceptions, not to sell any PubCo Ordinary Shares for twenty-four months after the date of the consummation of the Business Combination without the prior written consent of PubCo. Thereafter, PubCo Ordinary Shares to be held by AgileAlgo’s existing shareholders after the Business Combination may be sold in the public market in the future subject to the restrictions in Rule 144 and Rule 701 under the Securities Act and the applicable lockup agreements. There will be 30,423,135 outstanding and

As a result of disclosure of information in this proxy statement/prospectus and in filings required of a public company, AgileAlgo’s business and financial condition will become more visible, which it believes may result in threatened or actual litigation, including by competitors and other third parties. If such claims are successful, AgileAlgo’s business and results of operations could be adversely affected, and, even if the claims do not result in litigation or are resolved in AgileAlgo’s favor, these claims, and the time and resources necessary to resolve them, could cause an adverse effect on AgileAlgo’s business, financial condition, results of operations, prospects and reputation.

Recent market volatility could impact the share price and trading volume of PubCo’s securities.

The trading market for PubCo’s securities could be impacted by recent market volatility. Recent stock run-ups, divergences in valuation ratios relative to those seen during traditional markets, high short interest or short squeezes, and strong and atypical retail investor interest in the markets may impact the demand for PubCo Ordinary Shares.

A possible “short squeeze” due to a sudden increase in demand of PubCo Ordinary Shares that largely exceeds supply may lead to price volatility in PubCo Ordinary Shares. Investors may purchase PubCo Ordinary Shares to hedge existing exposure or to speculate on the price of the PubCo Ordinary Shares. Speculation on the price of PubCo Ordinary Shares may involve both long and short exposures. To the extent aggregate short exposure exceeds the number of PubCo Ordinary Shares available for purchase (for example, in the event that large redemption requests dramatically affect liquidity), investors with short exposure may have to pay a premium to repurchase PubCo Ordinary Shares for delivery to lenders. Those repurchases may in turn, dramatically increase the price of the PubCo Ordinary Shares. This is often referred to as a “short squeeze.” A short squeeze could lead to volatile price movements in the PubCo Ordinary Shares that are not directly correlated to the operating performance of PubCo.

It is not expected that PubCo will pay dividends in the foreseeable future after the proposed Business Combination.

It is expected that PubCo will retain most, if not all, of its available funds and any future earnings to fund the development and growth of PubCo’s business. As a result, it is not expected that PubCo will pay any cash dividends in the foreseeable future.

PubCo’s board of directors will have complete discretion as to whether to distribute dividends. Even if the board of directors decides to declare and pay dividends, the timing, amount and form of future dividends, if any, will depend on the future results of operations and cash flow, capital requirements and surplus, the amount of distributions, if any, received from PubCo’s subsidiaries, PubCo’s financial condition, contractual restrictions and other factors deemed relevant by the board of directors. There is no guarantee that PubCo’s shares will appreciate in value or that the trading price of the shares will not decline.

If securities or industry analysts do not publish research or publish inaccurate or unfavorable research about PubCo or its business, its ordinary shares price and trading volume could decline.

The trading market for PubCo Ordinary Shares will depend in part on the research and reports that securities or industry analysts publish about PubCo or its business. Securities and industry analysts do not currently, and may never, publish research on PubCo. If no securities or industry analysts commence coverage of PubCo, the trading price for its ordinary shares would likely be negatively impacted. In the event securities or industry analysts initiate coverage, if one or more of the analysts who cover PubCo downgrade its securities or publish inaccurate or unfavorable research about its business, its stock price would likely decline. If one or more of these analysts cease coverage of PubCo or fail to publish reports on PubCo, demand for its ordinary shares could decrease, which might cause its ordinary share price and trading volume to decline.

PubCo’s amended and restated memorandum and articles of association that will become effective immediately prior to the completion of the Business Combination contains anti-takeover provisions that could have a material adverse effect on the rights of holders of PubCo Ordinary Shares.

In connection with the Business Combination, PubCo will adopt an amended and restated memorandum and articles of association that will become effective at the effective time of the Redomestication Merger, which we refer to as the PubCo Charter. The PubCo Charter will contain provisions to limit the ability of others to acquire control of PubCo or cause PubCo to engage in change-of-control transactions. These provisions could have the effect of depriving PubCo shareholders of an opportunity to sell their shares at a premium over prevailing market prices by discouraging

THE SPECIAL MEETING OF INCEPTION GROWTH STOCKHOLDERS

General

We are furnishing this proxy statement/prospectus to the Inception Growth stockholders as part of the solicitation of proxies by Inception Growth Board for use at the Special Meeting to be held at 10:00 a.m. local time on July 1, 2025 and at any adjournment or postponement thereof. This proxy statement/prospectus is first being furnished to our stockholders on or about June 3, 2025 in connection with the vote on the Redomestication Merger Proposal, the Share Exchange Proposal, the Nasdaq Proposal, the Charter Proposal, the Governance Proposal, the NTA Requirement Amendment Proposal, the Director Appointment Proposal, the Incentive Plan Proposal and the Adjournment Proposal. This document provides you with the information you need to know to be able to vote or instruct your vote to be cast at the Special Meeting.

Date, Time and Place

The Special Meeting will be held on July 1, 2025 at 10:00. a.m. local Time, and virtually using the following dial-in information:

The Inception Growth Board has determined to utilize virtual stockholder meeting technology, and encourages stockholders to attend the Special Meeting virtually. We encourage stockholders to attend the Special Meeting virtually. This proxy statement includes instructions on how to access the virtual Special Meeting and how to listen and vote from home or any remote location with Internet connectivity.

Purpose of the Special Meeting

At the Special Meeting, we are asking holders of IGTA Shares to approve the following Proposals:

•        The Redomestication Merger Proposal to approve the Redomestication Merger and the Plan of Merger;

•        The Share Exchange Proposal to approve the Share Exchange;

•        The Nasdaq Proposal to approve, for purposes of complying with applicable listing rules of The Nasdaq Stock Market LLC, (i) the issuance of PubCo Ordinary Shares in connection with the Business Combination and (ii) the issuance of an aggregate of up to $30,000,000 of PubCo Ordinary Shares from time to time to Yorkville over a 36-month period following the Closing pursuant to the Yorkville Financing;

•        The Charter Proposal to approve and adopt the PubCo Charter upon consummation of the Business Combination;

•        The Governance Proposal to approve, on a non-binding advisory basis, certain differences in the governance provisions set forth in the PubCo Charter (to be adopted by PubCo upon the effective time of the Redomestication Merger), as compared to our Current Charter, which are being presented in accordance with the requirements of the U.S. Securities and Exchange Commission (the “SEC”) as separate sub-proposals; and

•        The NTA Requirement Amendment Proposal to remove the NTA Requirement from Inception Growth’s Certificate of Incorporation;

•        The Director Appointment Proposal to elect six (6) directors of PubCo;

•        The Incentive Plan Proposal to approve the 2025 AgileAlgo Employee Incentive Plan; and

•        The Adjournment Proposal to approve the adjournment of the Special Meeting in the event Inception Growth does not receive the requisite stockholder vote to approve the above Proposals.

Recommendation of Inception Growth’s Board of Directors

The Inception Growth Board:

•        has determined that each of the Redomestication Merger Proposal, the Share Exchange Proposal, the Nasdaq Proposal, the Charter Proposal, the Governance Proposal, the NTA Requirement Amendment Proposal, the Director Appointment Proposal, the Incentive Plan Proposal and the Adjournment Proposal are fair to, and in the best interests of, Inception Growth and its stockholders;

•        has approved the Redomestication Merger Proposal, the Share Exchange Proposal, the Nasdaq Proposal, the Charter Proposal, the Governance Proposal, the NTA Requirement Amendment Proposal, the Director Appointment Proposal, the Incentive Plan Proposal and the Adjournment Proposal; and

•        recommends that the Inception Growth stockholders vote “FOR” each of the Redomestication Merger Proposal, the Share Exchange Proposal, the Nasdaq Proposal, the Charter Proposal, the Governance Proposal, the NTA Requirement Amendment Proposal, the Director Appointment Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

Members of the Inception Growth Board have interests that may be different from or in addition to your interests as a stockholder. See “Proposal No. 2: the Share Exchange Proposal — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for further information.

Record Date; Who is Entitled to Vote

We have fixed the close of business on May 27, 2025, as the record date for determining those Inception Growth’s stockholders entitled to notice of and to vote at the Special Meeting. As of the close of business on May 27, 2025, there were 2,917,490 IGTA Shares outstanding and entitled to vote. Each holder of IGTA Shares is entitled to one vote per share on each of the Redomestication Merger Proposal, the Share Exchange Proposal, the Nasdaq Proposal, the Charter Proposal, the Governance Proposal, the NTA Requirement Amendment Proposal, the Director Appointment Proposal, the Incentive Plan Proposal and the Adjournment Proposal.

As of May 27, 2025, the Initial Stockholders collectively own and are entitled to vote 1,303,490 IGTA Shares, or approximately 44.68% of Inception Growth’s issued and outstanding ordinary shares. With respect to the Business Combination, the Initial Stockholders, all of whom have entered into the Sponsor Support Agreement, have agreed to vote their IGTA Shares acquired by them in favor of the Redomestication Proposal and the Share Exchange Proposal. The Sponsor has indicated that it intends to vote its shares, as applicable, “FOR” the other Proposals, although there is no agreement in place with respect to the other Proposal.

Quorum and Required Vote for the Proposals

A quorum of Inception Growth’s stockholders is necessary to hold a valid meeting. A quorum will be present at the Special Meeting if a majority of the shares issued and outstanding as of the record date and entitled to vote at the Special Meeting is represented in person (including by virtual presence) or by proxy. A Inception Growth’s stockholder present in person (including by virtual presence) or by proxy and abstaining from voting at the Special Meeting will count as present for the purposes of establishing a quorum but broker non-votes will not.

Approval of each of the Proposals (other than the NTA Requirement Amendment Proposal) will require the affirmative vote of the holders of a majority of the issued and outstanding IGTA Shares present and entitled to vote at the Special Meeting; and approval of the NTA Requirement Amendment Proposal will require the affirmative vote of the holders of at least sixty-five percent (65%) of all issued and outstanding IGTA Shares. Attending the Special Meeting either in person (including by virtual presence) or by proxy and abstaining from voting will have no effect on the voting on the Proposals and, assuming a quorum is present, broker non-votes will have no effect on the voting on Proposals.

Voting Your Shares

Each IGTA Share that you own in your name entitles you to one vote for each Proposal on which such shares are entitled to vote at the Special Meeting. Your proxy card shows the number of IGTA Shares that you own.

There are two ways to ensure that your IGTA Shares are voted at the Special Meeting:

•        You can cause your shares to be voted by signing and returning the enclosed proxy card. If you submit your proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares will be voted, as recommended by the Inception Growth Board, “FOR” the adoption of the Redomestication Merger Proposal, the Share Exchange Proposal, the Nasdaq Proposal, the Charter Proposal, the Governance Proposal, the NTA Requirement Amendment Proposal, the Director Appointment Proposal, the Incentive Plan Proposal and the Adjournment Proposal. Votes received after a matter has been voted upon at the Special Meeting will not be counted.

•        You can attend the Special Meeting and vote in person (including by virtual presence). If you attend in person, we will give you a ballot when you arrive. However, if your shares are held in the name of your broker, bank or another nominee, you must get a proxy from the broker, bank or other nominee. That is the only way we can be sure that the broker, bank or nominee has not already voted your shares.

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF THE REDOMESTICATION MERGER PROPOSAL AND THE SHARE EXCHANGE PROPOSAL (AS WELL AS THE OTHER PROPOSALS). IN ORDER TO REDEEM YOUR SHARES, YOU MUST TENDER YOUR SHARES TO OUR TRANSFER AGENT AT LEAST TWO BUSINESS DAYS PRIOR TO THE SPECIAL MEETING. YOU MAY TENDER YOUR SHARES FOR REDEMPTION BY EITHER DELIVERING YOUR SHARE CERTIFICATE TO THE TRANSFER AGENT OR BY DELIVERING YOUR SHARES ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DWAC SYSTEM. IF THE BUSINESS COMBINATION IS NOT COMPLETED, THEN THESE TENDERED SHARES WILL NOT BE REDEEMED FOR CASH AND WILL BE RETURNED TO THE APPLICABLE STOCKHOLDER. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BROKER OR BANK TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS.

Revoking Your Proxy

If you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

•        you may send another proxy card with a later date;

•        if you are a record holder, you may notify our proxy solicitor, Advantage Proxy, in writing before the Special Meeting that you have revoked your proxy; or

•        you may attend the Special Meeting, revoke your proxy, and vote in person (including by virtual presence), as indicated above.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of common stock, you may call Advantage Proxy, our proxy solicitor, with individual call toll-free at 1-877-870-8565 and banks and brokers call at 1-206-870-8565.

No Additional Matters May Be Presented at the Special Meeting

This Special Meeting has been called only to consider the approval of the Proposals.

Redemption Rights

Pursuant to Inception Growth’s amended and restated certificate of incorporation, a holder of IGTA Shares has the right to have its Public Shares redeemed for cash equal to its pro rata share of the Trust Account (net of taxes payable) in connection with the Business Combination, except that (i) Inception Growth will not redeem the Public Shares in an amount that would cause Inception Growth’s net tangible assets to be less than $5,000,001 upon consummation of the Business Combination and (ii) no stockholder acting together with any affiliate of his or any other person with whom he is acting in concert or as a partnership, syndicate, or other group for the purposes of acquiring, holding, or disposing of Public Shares may exercise such redemption right with respect to more than 15% of the Public Shares without Inception Growth’s prior consent.

If you are a holder of Public Shares and you seek to have your shares redeemed, you must (i) demand, no later than 5:00 p.m., Eastern time on June 27, 2025 (two business days before the Special Meeting), that Inception Growth redeem your shares into cash; and (ii) submit your request in writing to Inception Growth’s transfer agent, at the address listed at the end of this section and deliver your shares to Inception Growth’s transfer agent physically or electronically using the DWAC system at least two business days prior to the vote at the Special Meeting. In order to validly request redemption, you must either make a request for redemption on the proxy card or separately send a request in writing to Inception Growth’s transfer agent. The proxy card or separate request must be signed by the applicable stockholder in order to validly request redemption. A stockholder is not required to submit a proxy card or vote in order to validly exercise redemption rights.

You may tender the IGTA Shares for which you are electing redemption on or before two business days before the Special Meeting by either:

•        Delivering certificates representing Inception Growth’s ordinary shares to Inception Growth’s transfer agent, or

•        Delivering the IGTA Shares electronically through the DWAC system.

Inception Growth stockholders will be entitled to redeem their IGTA Shares for a full pro rata share of the Trust Account (currently anticipated to be no less than approximately $13.18 per share) net of taxes payable.

Any corrected or changed written demand of redemption rights must be received by Inception Growth’s transfer agent two business days prior to the Special Meeting. No demand for redemption will be honored unless the holder’s shares have been delivered (either physically or electronically) to the transfer agent at least two business days prior to the vote at the Special Meeting.

Public stockholders may seek to have their shares redeemed regardless of whether they vote for or against the Business Combination and whether or not they are holders of IGTA Shares as of the record date. Any public stockholder who holds IGTA Shares on or before June 27, 2025 (two business days before the Special Meeting) will have the right to demand that his, her or its shares be redeemed for a pro rata share of the aggregate amount then on deposit in the Trust Account, less any taxes then due but not yet paid, at the consummation of the Business Combination.

In connection with tendering your shares for redemption, you must elect either to physically tender your share certificates to Inception Growth’s transfer agent or deliver your shares to the transfer agent electronically using The Depository Trust Company’s DWAC System, in each case, two business days before the Special Meeting.

Through the DWAC system, this electronic delivery process can be accomplished by contacting your broker and requesting delivery of your shares through the DWAC system. Delivering shares physically may take significantly longer. In order to obtain a physical share certificate, a stockholder’s broker and/or clearing broker, DTC, and Inception Growth’s transfer agent will need to act together to facilitate this request. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC system. The transfer agent will typically charge the tendering broker this cost and the broker would determine whether or not to pass this cost on to the redeeming holder. It is Inception Growth’s understanding that Inception Growth’s stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. Inception Growth does not have any control over this process or over the brokers or DTC, and it may take longer than two weeks to obtain a physical share certificate. Inception Growth stockholders who request physical share certificates and wish to redeem may be unable to meet the deadline for tendering their shares before exercising their redemption rights and thus will be unable to redeem their shares.

In the event that a stockholder tenders its shares and decides prior to the consummation of the Business Combination that it does not want to redeem its shares, the stockholder may withdraw the tender. In the event that a stockholder tenders shares and the Business Combination is not completed, these shares will not be redeemed for cash and the physical certificates representing these shares will be returned to the stockholder promptly following the determination that the Business Combination will not be consummated. Inception Growth anticipates that a stockholder who tenders shares for redemption in connection with the vote to approve the Business Combination would receive payment of the redemption price for such shares soon after the completion of the Business Combination.

If properly demanded by Inception Growth’s public stockholders, Inception Growth will redeem each share into a pro rata portion of the funds available in the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination. As of the record date, this would amount to approximately $13.18 per share. If you exercise your redemption rights, you will be exchanging your IGTA Shares for cash and will no longer own the shares. If Inception Growth is unable to complete the Business Combination by June 13, 2025 (if the time period is fully extended, as described herein), it will liquidate and dissolve and public stockholders would be entitled to receive approximately $13.18 per share upon such liquidation.

Holders of outstanding IGTA Units must separate the underlying IGTA Shares, IGTA Warrants and IGTA Rights prior to exercising redemption rights with respect to the IGTA Shares. If IGTA Units are registered in a holder’s own name, the holder must deliver the certificate for its IGTA Units to the transfer agent with written instructions to separate the IGTA Units into their individual component parts. This must be completed far enough in advance to permit the mailing of the certificates back to the holder so that the holder may then exercise his, her or its redemption rights upon the separation of the IGTA Shares from the IGTA Units.

If a broker, dealer, commercial bank, trust company or other nominee holds IGTA Units for an individual or entity (such individual or entity, the “beneficial owner”), the beneficial owner must instruct such nominee to separate the beneficial owner’s IGTA Units into their individual component parts. The beneficial owner’s nominee must send written instructions by facsimile to the transfer agent. Such written instructions must include the number of IGTA Units to be separated and the nominee holding such IGTA Units. The beneficial owner’s nominee must also initiate electronically, using DTC’s DWAC system, a withdrawal of the relevant IGTA Units and a deposit of an equal number of IGTA Shares, IGTA Warrants and IGTA Rights. This must be completed far enough in advance to permit the nominee to exercise the beneficial owner’s redemption rights upon the separation of the IGTA Shares from the IGTA Units. While this is typically done electronically the same business day, beneficial owners should allow at least one full business day to accomplish the separation. If beneficial owners fail to cause their IGTA Shares to be separated in a timely manner, they will likely not be able to exercise their redemption rights.

Tendering Share Certificates in connection with Redemption Rights

Inception Growth is requiring the Inception Growth public stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to Inception Growth’s transfer agent, or to deliver their shares to the transfer agent electronically using Depository Trust Company’s DWAC System, at the holder’s option at least two business days prior to the Special Meeting. There is a nominal cost associated with the above-referenced tendering process and the act of certificating the shares or delivering them through the DWAC System. The transfer agent will typically charge the tendering broker $45.00 and it would be up to the broker whether to pass this cost on to the redeeming holder. However, this fee would be incurred regardless of whether Inception Growth requires holders seeking to exercise redemption rights to tender their ordinary shares. The need to deliver ordinary shares is a requirement of exercising redemption rights regardless of the timing of when such delivery must be effectuated.

Any request for redemption, once made, may be withdrawn at any time up to the business day immediately preceding the consummation of the proposed Business Combination. Furthermore, if a stockholder delivered its certificate for redemption and subsequently decided prior to the date immediately preceding the consummation of the proposed Business Combination not to elect redemption, it may simply request that the transfer agent return the certificate (physically or electronically).

A redemption payment will only be made in the event that the proposed Business Combination is consummated. If the proposed Business Combination is not completed for any reason, then public stockholders who exercised their redemption rights would not be entitled to receive the redemption payment. In such case, Inception Growth will promptly return the share certificates to the public stockholder.

Proxies and Proxy Solicitation Costs

We are soliciting proxies on behalf of the Inception Growth Board. This solicitation is being made by mail but also may be made by telephone or in person. Inception Growth and its directors, officers and employees may also solicit proxies in person, by telephone or by other electronic means. Any solicitation made and information provided in such a solicitation will be consistent with the written proxy statement/prospectus and proxy card. Advantage Proxy, Inc., a proxy solicitation firm that Inception Growth has engaged to assist it in soliciting proxies, will be paid its customary fee and out-of-pocket expenses.

Inception Growth will ask banks, brokers and other institutions, nominees and fiduciaries to forward its proxy materials to their principals and to obtain their authority to execute proxies and voting instructions. Inception Growth will reimburse them for their reasonable expenses.

If you send in your completed proxy card, you may still vote your shares in person (including by virtual presence) if you revoke your proxy before it is exercised at the Special Meeting.

PROPOSAL NO. 1:
THE REDOMESTICATION MERGER PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Business Combination Agreement, is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement. The full text of the Business Combination Agreement, the Amendment No. 1 to the Business Combination Agreement, the Amendment No. 2 to the Business Combination Agreement, the Amendment No. 3 to the Business Combination Agreement, the Amendment No. 4 to the Business Combination Agreement and the Plan of Merger are attached hereto as Annex A-1, Annex A-2, Annex A-3, Annex A-4, Annex A-5 and Annex A-6, respectively, which are incorporated by reference herein.

Purpose of the Redomestication Merger Proposal

The purpose of the Redomestication Merger is for Inception Growth to redomesticate to the British Virgin Islands, by merging Inception Growth into Purchaser, its wholly owned British Virgin Islands subsidiary, which upon the closing will be the parent entity of AgileAlgo. As a result of the Redomestication Merger, the Inception Growth stockholders will no longer be stockholders of Inception Growth and (other than the Inception Growth stockholders who exercise their redemption rights) will become shareholders of PubCo.

Summary of the Redomestication Merger

The Business Combination Agreement was entered into by and among Inception Growth, Purchaser, AgileAlgo and the Signing Sellers on September 12, 2023. Upon the approval of the Business Combination Agreement and the Plan of Merger by the Inception Growth stockholders, PubCo and Inception Growth will execute the Articles of Merger and Plan of Merger relating to the Redomestication Merger, which shall be filed with the Delaware Secretary of State and the British Virgin Islands Registrar of Corporate Affairs, with certain other documents on or prior to the Closing Date. On the effective date of the Redomestication Merger and substantially concurrently with the Share Exchange, Inception Growth will redomesticate to the British Virgin Islands by merging with and into PubCo, a British Virgin Islands business company and wholly owned subsidiary of Inception Growth. The separate corporate existence of Inception Growth will cease and PubCo will continue as the surviving company. In connection with the Redomestication Merger, all outstanding IGTA Units will separate into their individual components of IGTA Shares, IGTA Rights and IGTA Warrants and will cease separate existence and trading. Upon the consummation of the Business Combination, the current equity holdings of the Inception Growth stockholders shall be exchanged as follows:

(i)     Each IGTA Share issued and outstanding immediately prior to the effective time of the Redomestication Merger (other than any redeemed shares, excluded IGTA Shares and dissenting IGTA Shares) will automatically be cancelled and cease to exist and, for each such IGTA Share, PubCo shall issue to each Inception Growth stockholder (other than Inception Growth’s stockholders who exercise their redemption rights or dissenter’s rights in connection with the Business Combination, any direct or indirect wholly owned subsidiary of Inception Growth holding IGTA Shares) one validly issued PubCo Ordinary Share, which shall be fully paid;

(ii)    Each whole IGTA Warrant issued and outstanding immediately prior to effective time of the Redomestication Merger will convert into a PubCo Warrant to purchase one-half of one PubCo Ordinary Share (or equivalent portion thereof). The PubCo Warrants will have substantially the same terms and conditions as set forth in the IGTA Warrants; and

(iii)   The holders of IGTA Rights issued and outstanding immediately prior to the effective time of the Redomestication Merger will receive one-tenth (1/10) of one PubCo Ordinary Share in exchange for the cancellation of each IGTA Right; provided, however, that no fractional shares will be issued and all fractional shares will be rounded up to the nearest whole share.

Each PubCo Ordinary Share shall be entitled to one (1) vote on all matters subject to vote at all general meetings of the Combined Company

Differences between PubCo’s Memorandum and Articles of Association and Inception Growth’s Memorandum and Articles of Association

Following is a summary of the material differences between the PubCo Charter to be in effect following the Business Combination and Inception Growth’s current amended and restated memorandum and articles of association:

•        The name of the new public entity will be “Prodigy, Inc.” as opposed to “Inception Growth Acquisition Limited”;

•        PubCo’s corporate existence is perpetual as opposed to Inception Growth’s corporate existence terminating if a business combination is not consummated by Inception Growth within a specified period of time; and

•        PubCo’s organizational documents do not include the various provisions applicable only to special purpose acquisition corporations that Inception Growth’s amended and restated certificate of incorporation contains.

Authorized but unissued ordinary shares may enable PubCo’s board of directors to render it more difficult or to discourage an attempt to obtain control of PubCo and thereby protect continuity of or entrench its management, which may adversely affect the market price of PubCo’s securities. For example, if, in the due exercise of its fiduciary obligations, for example, PubCo’s board of directors were to determine that a takeover proposal were not in the best interests of PubCo, such shares could be issued by the board of directors without shareholder approval in one or more private placements or other transactions that might prevent or render more difficult or make more costly the completion of any attempted takeover transaction by diluting voting or other rights of the proposed acquirer or insurgent shareholder group, by creating a substantial voting bloc in institutional or other hands that might support the position of the incumbent board of directors, by effecting an acquisition that might complicate or preclude the takeover, or otherwise. The authorization of additional shares will, however, enable PubCo to have the flexibility to authorize the issuance of shares in the future for financing its business, for acquiring other businesses, for forming strategic partnerships and alliances and for stock dividends and stock splits. PubCo currently has no such plans, proposals, or arrangements, written or otherwise, to issue any of the additional authorized shares for such purposes.

A copy of the PubCo Charter, as will be in effect upon consummation of the Business Combination, is attached to this proxy statement/prospectus as Annex B. See also the Section entitled “Comparison of Shareholder’s Rights” on page 232 of this proxy statement/prospectus.

Required Vote

Approval of the Redomestication Merger Proposal requires the affirmative vote of the holders of a majority of the issued and outstanding IGTA Shares as of the record date represented in person (including by virtual presence) or by proxy at the Special Meeting and entitled to vote and voted thereon. Adoption of the Redomestication Merger Proposal is conditioned upon the adoption of the Share Exchange Proposal. It is important for you to note that in the event that any one of the Redomestication Merger Proposal or the Share Exchange Proposal is not approved, then Inception Growth will not consummate the Business Combination.

Recommendation of Inception Growth Board

After careful consideration, the Inception Growth Board has determined that the Redomestication Merger forming part of the Business Combination with AgileAlgo is in the best interests of Inception Growth and its stockholders. On the basis of the foregoing, the Inception Growth Board has approved and declared advisable the Business Combination with AgileAlgo and recommends that you vote or give instructions to vote “FOR” adoption of the Redomestication Merger Proposal.

The existence of financial and personal interests of one or more of Inception Growth’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inception Growth and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. In addition, Inception Growth’s directors and officers have interests in the Business Combination that may conflict with or be in addition to your interests as a stockholder. See “The Business Combination — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for further information.

PROPOSAL NO. 2:
THE SHARE EXCHANGE PROPOSAL

The discussion in this proxy statement/prospectus of the Business Combination and the principal terms of the Business Combination Agreement, is subject to, and is qualified in its entirety by reference to, the Business Combination Agreement. The full text of the Business Combination Agreement, the Amendment No. 1 to the Business Combination Agreement, the Amendment No. 2 to the Business Combination Agreement, the Amendment No. 3 to the Business Combination Agreement, the Amendment No. 4 to the Business Combination Agreement and the Plan of Merger are attached hereto as Annex A-1, Annex A-2, Annex A-3, Annex A-4, Annex A-5 and Annex A-6, respectively, which are incorporated by reference herein.

General Description of the Share Exchange

Share Exchange with AgileAlgo; Share Exchange Consideration

Substantially concurrently with the Redomestication Merger, the shareholders of AgileAlgo will exchange all of their AgileAlgo Ordinary Shares for an aggregate of up to 16,000,000 PubCo Ordinary Shares, resulting in AgileAlgo being a wholly owned subsidiary of PubCo.

The aggregate consideration for the Share Exchange (the “Exchange Consideration”) is up to One Hundred Sixty Million Dollars ($160,000,000), and is comprised of a closing payment equal to One Hundred Forty Million Dollars ($140,000,000) (the “Closing Consideration Payment”) and an earnout component under which up to an additional Twenty Million Dollars ($20,000,000) of consideration may be paid in the future, contingent on the achievement of certain performance milestones which are further described herein (the “Earnout Consideration”). The PubCo Ordinary Shares, if any, that are issued as Earnout Consideration are defined herein as the “Earnout Consideration Shares”. The Closing Consideration Payment will be made in the form of fourteen million (14,000,000) newly issued PubCo Ordinary Shares valued at $10.00 per share (the “Closing Consideration Shares”) which shall be issued at the Closing. In addition, a number of PubCo Ordinary Shares that equals 15% of the total outstanding issued PubCo Ordinary Shares immediately upon Closing will be reserved and authorized for issuance under the Incentive Plan upon Closing. At the closing of the Share Exchange, AgileAlgo will become a wholly owned subsidiary of PubCo.

Additionally, the former AgileAlgo shareholders may be entitled to receive up to 2,000,000 PubCo Ordinary Shares in the future (“Earnout Consideration Shares”), contingent upon the achievement by PubCo of certain performance milestones. All of the Earnout Consideration Shares will be released to the AgileAlgo shareholders if PubCo’s consolidated gross revenues as reported in the Purchaser’s quarterly reports on Form 10-Q and/or annual report on Form 10-K as filed with the SEC (the “Gross Revenues”) equal or exceed $15,000,000 (the “Full Earnout Target”) during the three (3) fiscal quarter period beginning on October 1, 2024 (the “Earnout Period”). If PubCo’s Gross Revenues during the Earnout Period are greater than $7,500,000 (the “Minimum Earnout Target”) but less than the Full Earnout Target, then a portion of the Earnout Consideration Shares, expressed as a percentage, equal to (i) (A) the Gross Revenues minus (B) the Minimum Earnout Target, divided by (ii) (A) the Full Earnout Target less (B) the Minimum Earnout Target shall vest and be payable from the Escrow Account to the Sellers. If the Gross Revenues during the Earnout Period are less than the Minimum Earnout Target, then all of the Earnout Consideration Shares will be surrendered to PubCo and no Earnout Consideration will be paid.

The Sellers will have all voting rights in respect to the Earnout Consideration Shares, and to receive dividends thereon, while the Earnout Consideration Shares are held in escrow.

Effective as of the closing of the Business Combination, the board of directors of PubCo will consist of six (6) directors who shall be designated by AgileAlgo and a majority of whom shall qualify as independent directors under Nasdaq rules. See section titled “PubCo’s Directors and Executive Officers after the Business Combination” for additional information.

According to the Memorandum and Articles of Association of PubCo, the authorized number of shares of the Combined Company is 500,000,000 ordinary shares of par value of $0.0001 each.

After the Business Combination, assuming (i) there are no redemptions of IGTA Shares, (ii) there is no exercise of the PubCo Warrants, (iii) the Notes have been converted, (iv) the issuance of 320,000 PubCo Ordinary Shares to Porche as financial advisor to the Business Combination, and (v) none of the Initial Stockholders or AgileAlgo shareholders purchase IGTA Ordinary Shares in the open market, and (vi) there are no other issuances of equity by IGTA prior to or in connection with the consummation of the Business Combination, Inception Growth’s current public stockholders will own approximately 12.60% of the issued share capital of PubCo, Inception Growth’s current Sponsor will own approximately 6.82% of the issued share capital of PubCo, Inception Growth’s current directors, officers and affiliates

will own approximately 0.58% of the issued share capital of PubCo, the Representative will own approximately 0.49% of the issued share capital of PubCo, AgileAlgo’s financial advisor, Porche, will own approximately 1.56% of the issued share capital of PubCo, AgileAlgo’s U.S. legal counsel will own approximately 0.24% of the issued share capital of PubCo, Inception Growth’s U.S. legal counsel will own approximately 0.15% of the issued share capital of PubCo and AgileAlgo shareholders will own approximately 77.95% of the issued share capital of PubCo (comprising 100% of the Merger Consideration Shares, which includes the Earnout Consideration Shares). Assuming maximum redemption by holders of 279,990 Inception Growth’s outstanding ordinary shares, Inception Growth’s current public stockholders will own approximately 11.40% of the issued share capital of PubCo, Inception Growth’s current Sponsor will own approximately 6.92% of the issued share capital of PubCo, Inception Growth’s current directors, officers and affiliates will own approximately 0.59% of the issued share capital of PubCo, the Representative will own approximately 0.49% of the issued share capital of PubCo, financial adviser will own approximately 1.58% of the issued share capital of PubCo and AgileAlgo shareholders will own approximately 79.02% of the issued share capital of PubCo (comprising 100% of the Merger Consideration Shares, which includes the Earnout Consideration Shares).

Representations and Warranties

In the Business Combination Agreement, AgileAlgo makes certain representations and warranties (with certain exceptions set forth in the disclosure schedules to the Business Combination Agreement) relating to, among other things: (1) corporate existence and power of AgileAlgo and its subsidiaries (together, the “Company Group”) and similar corporate matters; (2) authorization, execution, delivery and enforceability of the Business Combination Agreement and other transaction documents; (3) no need for governmental authorization for the execution, delivery or performance of the Business Combination Agreement and additional agreements thereto (the “Additional Agreements”); (4) absence of conflicts; (5) capital structure of AgileAlgo; (6) accuracy of charter documents of the Company Group; (7) accuracy of corporate records; (8) accuracy of the list of all assumed or “doing business as” names used by the Company Group; (9) accuracy of the list of each subsidiary of AgileAlgo; (10) required consents and approvals; (11) financial information; (12) books and records; (13) absence of certain changes or events; (14) title to assets and properties; (15) litigation threatened against or affecting AgileAlgo and its subsidiaries; (16) material contracts; (17) material licenses and permits; (18) compliance with laws; (19) ownership of intellectual property; (20) suppliers and vendors; (21) accounts receivable and payable and loans; (22) pre-payments; (23) employees; (24) employment matters; (25) withholding of obligations of AgileAlgo and its subsidiaries applicable to its employees; (26) real property; (27) tax matters; (28) environmental laws; (29) finders’ fees; (30) powers of attorney and suretyships; (31) directors and officers; (32) certain business practices; (33) money laundering laws; (34) that AgileAlgo is not an investment company; and (35) exclusivity of representations and warranties.

In the Business Combination Agreement, each Seller makes certain representations and warranties relating to, among other things: (1) organization and standing; (2) authorization, execution, delivery and enforceability of the Business Combination Agreement and the Additional Agreements; (3) no need for governmental authorization for the execution, delivery or performance of the Business Combination Agreement and the Additional Agreements; (4) absence of conflicts; (5) ownership of the AgileAlgo shares; (6) litigation threatened against or affecting AgileAlgo and its subsidiaries; (7) finders’ fees; and (8) exclusivity of representations and warranties.

In the Business Combination Agreement, IGTA, on its behalf and also on behalf of Purchaser (together, the “Purchaser Parties”), makes certain representations and warranties relating to, among other things: (1) proper corporate existence and power; (2) authorization, execution, delivery and enforceability of the Business Combination Agreement and other transaction documents; (3) no need for governmental authorization for the execution, delivery or performance of the Business Combination Agreement and Additional Agreements; (4) absence of conflicts; (5) finders’ fees; (6) issuance of the Exchange Consideration Shares; (7) capital structure; (8) trust fund; (9) validity of Nasdaq Stock Market listing; (10) board approval; (11) Inception Growth’s SEC filing documents and financial statements; (12) absence of litigation; (13) business activities; (14) compliance with laws; (15) anti-money laundering laws; (16) OFAC compliance; (17) that IGTA is not an investment company; (18) tax matters; (19) transactions with affiliates; (20) certain business practices; (21) employees and employee benefit plans; (22) properties; (23) material contracts; (24) insurance; (25) independent investigation of Company Group and the Sellers; and (26) exclusivity of representations and warranties.

The representations and warranties of the parties to the Business Combination Agreement shall not survive the Closing.

Conduct Prior to Closing; Covenants Pending Closing

Each party agreed in the Business Combination Agreement to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the

termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), including covenants regarding: (1) the provision of access to their properties, books and personnel; (2) the operation of their respective businesses in the ordinary course of business; (3) IGTA’s public filing obligations; (4) no solicitation of, or entering into, any alternative competing transactions; (5) notifications of certain breaches, consent requirements or other matters; (6) efforts to consummate the Closing and obtain third party and regulatory approvals; (7) further assurances; (8) the preparation and filing with the SEC of a registration statement on Form S-4; (9) public announcements; (10) confidentiality; (11) the post-closing board of directors and executive officers; (12) indemnification of directors and officers after the Closing; (13) use of trust proceeds after the Closing; (14) efforts to cause investors to provide Transaction Financing during the Interim Period and to use commercially reasonable efforts to consummate such Transaction Financing; (15) commercially reasonable efforts to enter into employment agreements with persons mutually agreed to by Purchaser and the Company (the “Employment Agreements”); and (16) the Company’s obligation to deliver, no later than October 31, 2023, historical audited financial statements for fiscal 2021 and 2022, and to deliver historical interim financial statements for the nine months ended June 30, 2023.

Conditions to Closing

General Conditions to Closing

Consummation of the Business Combination Agreement and the transactions therein is conditioned on, among other things, (1) no governmental authority shall have enacted, or entered any law or order that has the effect of preventing or prohibiting consummation of any of the transactions contemplated by the Business Combination Agreement; (2) the expiration or termination of any waiting period under any applicable antitrust law relating to the Business Combination; (3) The Redomestication Merger shall have been consummated and the applicable certificates and documents filed and registered in the appropriate jurisdictions, and prior to the Closing, the Purchaser shall have amended and restated its Organizational Documents consistent with the Business Combination Agreement; (4) the SEC shall have declared effective the registration statement with respect to the Business Combination Agreement and no stop order shall have been issued in respect thereof; (5) IGTA stockholders shall have approved all matters submitted to them in connection with the Business Combination; (6) as of the Closing, if the NTA Requirement Amendment Proposal is not approved by the IGTA stockholders, PubCo shall have at least $5,000,001 in net tangible assets; (7) the Business Combination being approved by the requisite vote of the AgileAlgo shareholders; (8) receipt by AgileAlgo of certain Employment Agreements; (9) the Purchaser Parties and the Company Group, taken together, shall have at least $5,000,000 in cash and cash equivalents as of the Closing, including funds remaining in the trust account (after giving effect to the completion and payment of redemptions) and the proceeds of any Transaction Financing, but prior to giving effect to the payment of unpaid transaction expenses or other liabilities of the parties due at the Closing; and (10) Purchaser Ordinary Shares shall remain listed on Nasdaq and the additional listing application for the Exchange Consideration Shares shall have been approved by Nasdaq.

Purchaser Parties’ Conditions to Closing

The obligations of the Purchaser Parties to consummate the transactions contemplated by the Business Combination Agreement, in addition to the conditions described above in the first paragraph of this section, are conditioned upon each of the following, among other things: (1) AgileAlgo and Sellers complying with all of its obligations under the Business Combination Agreement in all material respects; (2) the representations and warranties of AgileAlgo and Sellers being true on and as of the date of the Business Combination Agreement and the closing date of the transactions except as would not be expected to have a material adverse effect; (3) there having been no material adverse effect to the Company Group; (4) the Purchaser Parties having received a certificate signed by an authorized officer of each party to the Company Group certifying as to the satisfaction of the conditions set forth in the foregoing clauses (1) through (3) and a certificate signed by each Seller certifying as to the satisfaction of the conditions set forth in the foregoing clauses (1) and (2) with respect to such Seller.; (5) IGTA having received standard and customary closing documents, including evidence reasonably acceptable to IGTA that the Requisite Company Vote has been obtained); (6) IGTA shall have received a copy of each of the Additional Agreements to which any party to the Company Group and/or any Seller is a party, duly executed, and such Additional Agreements shall be in full force and effect; (7) IGTA having received from the Sellers copies of executed instruments of transfer in respect of the shares of AgileAlgo in favor of PubCo and in form reasonably acceptable for transfer on the books of AgileAlgo and (8) the Company having addressed certain matters set forth in a schedule to the Business Combination Agreement.

AgileAlgo’s Conditions to Closing

The obligations of AgileAlgo to consummate the transactions contemplated by the Business Combination Agreement, in addition to the conditions described above, are conditioned upon each of the following, among other things: (1) the Purchaser Parties complying with all of their obligations under the Business Combination Agreement in all material respects; (2) the representations and warranties of the Purchaser Parties being true on and as of the date of the Business Combination Agreement and the closing date of the transactions except as would not be expected to have a material adverse effect; (3) there having been no material adverse effect to the Purchaser Parties; (4) the Company Group having received a certificate signed by an authorized officer of each party to the Purchaser Parties certifying as to the satisfaction of the conditions set forth in the foregoing clauses (1) through (3); (5) the Purchaser Parties having been in material compliance with the reporting requirements under the Securities Act and the Securities Exchange Act of 1934, as amended, applicable to them; (6) IGTA having received standard and customary closing documents, (7) the Company shall have received a copy of each of the Additional Agreements to which IGTA or Purchaser is a party, duly executed, and such Additional Agreements shall be in full force and effect; and (8) The members of the PubCo board of directors shall have been elected or appointed as of the Closing consistent with the requirements of the Business Combination Agreement.

Termination

The Business Combination Agreement may be terminated at any time prior to the Closing by either IGTA or the Company if the Closing has not occurred on or prior to November 30, 2024 (the “Outside Date”). A party is not entitled to terminate the Business Combination Agreement if the failure of the Closing to occur by such date was principally caused by or the primary result of a breach of the Business Combination Agreement by such party.

The Business Combination Agreement also may be terminated under certain other customary and limited circumstances prior to the Closing, including, among other reasons: (1) by mutual written consent of IGTA and the Company; (2) by either IGTA or the Company if a governmental authority of competent jurisdiction has issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting the Transactions, and such order or other action has become final and non-appealable; (3) by the Company for IGTA’s uncured breach of the Business Combination Agreement, if the breach would result in the failure of a representation, warranty, covenant or closing condition contained in the Business Combination Agreement; (4) by IGTA for the uncured breach of the Business Combination Agreement by the Company or any Seller if the breach would result in the failure of a representation, warranty, covenant or closing condition contained in the Business Combination Agreement; (5) by IGTA if there has been a Material Adverse Effect with respect to the Company since the date of the Business Combination Agreement which is uncured and continuing; (6) by the Company if there has been a Material Adverse Effect with respect to IGTA or Purchaser since the date of the Business Combination Agreement which is uncured and continuing; (7) by either IGTA or the Company if the IGTA Stockholder Meeting is held and the IGTA Required Stockholder Approval is not obtained; (8) by the Company if IGTA’s common has become delisted from Nasdaq and is not relisted on the Nasdaq or the New York Stock Exchange within sixty (60) days after such delisting; and (9) at any time after October 31, 2023 if, as of such time, any of the PCAOB Company Financials have not been delivered to IGTA.

Additional Agreements Executed at the Signing of the Business Combination Agreement

Sponsor Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, certain holders of IGTA Shares entered into a support agreement (the “Sponsor Support Agreement”), pursuant to which such holders agreed to, among other things, approve the Business Combination Agreement and the transactions contemplated thereby.

The foregoing description of the Sponsor Support Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreement, a copy of which was filed as Exhibit 10.2 to Inception Growth’s Current Report on Form 8-K, filed with the SEC on September 18, 2023 and is incorporated herein by reference.

Company Shareholder Support Agreement

Contemporaneously with the execution of the Business Combination Agreement, certain shareholders of the Company have entered into a support agreement (the “Company Shareholder Support Agreement”), pursuant to which such shareholders agreed to, among other things, approve the Business Combination Agreement and the transactions contemplated thereby.

Additional Agreements Executed Prior to the Special Meeting

Seller Joinders

The Business Combination Agreement contemplates that one or more shareholders of AgileAlgo (other than the Signing Sellers) may, subsequent to the date of the registration statement to which this proxy statement/prospectus is a part, execute a joinder agreement (each. a “Seller Joinder”), to become a party to the Business Combination Agreement as an additional Seller thereunder.

Additional Agreements in Connection with the Closing

Lock-Up Agreements

Upon the Closing, Sellers who will own at least 5% of PubCo’s outstanding shares immediately after the Closing will execute lock-up agreements (the “Lock-Up Agreements”) with regard to the PubCo ordinary shares to be issued by PubCo to such Sellers under the Business Combination Agreement. Pursuant to the Lock-Up Agreements, Sellers will, subject to certain customary exceptions, agree not to (i) sell, offer to sell, contract or agree to sell, pledge or otherwise dispose of, directly or indirectly, any PubCo Ordinary Shares held by them (the “Lock-Up Shares”), (ii) enter into a transaction that would have the same effect, (iii) enter into any swap, hedge or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Lock-Up Shares or otherwise or engage in any short sales or other arrangement with respect to the Lock-Up Shares or (iv) publicly announce any intention to effect any transaction specified in clause (i) or (ii) until the date that is one hundred eighty (180) days after the date of the Closing (subject to earlier release on the date after the Closing on which PubCo or its shareholders consummate a third-party tender offer, stock, sale, liquidation, merger, share exchange or other similar transaction with an unaffiliated third party that results in holders of at least a majority of PubCo ordinary shares having the right to exchange their equity holdings in PubCo for cash, securities or other property).

The foregoing description of the Lock-Up Agreements does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, a copy of which was filed as Exhibit 10.3 to Inception Growth’s Current Report on Form 8-K, filed with the SEC on September 18, 2023 and is incorporated herein by reference.

A&R Registration Rights Agreement

At the closing of the Business Combination, PubCo will enter into an amended and restated registration rights agreement (the “A&R Registration Rights Agreement”) with certain existing IGTA stockholders (including the Sponsor) and with the Significant Sellers with respect to certain securities of IGTA that they own at the Closing. The A&R Registration Rights Agreement will provide certain demand registration rights and piggyback registration rights to the shareholders, subject to underwriter cutbacks and issuer blackout periods. Purchaser will agree to pay certain fees and expenses relating to registrations under the A&R Registration Rights Agreement.

The foregoing description of the A&R Registration Rights Agreement does not purport to be complete and is qualified in its entirety by the terms and conditions of the actual agreements, a copy of which is included as Exhibit 10.4 to Inception Growth’s Current Report on Form 8-K, filed with the SEC on September 18, 2023 and is incorporated herein by reference.

Employment Agreements

At or prior to the closing of the Business Combination, PubCo has agreed to use commercially reasonable efforts enter into employment agreements with certain key executives of AgileAlgo (the “Employment Agreements”) containing the terms and conditions governing the employment of such individuals.

Standby Equity Purchase Agreement

On October 1, 2024, AgileAlgo, Inception Growth and Purchaser entered into a Standby Equity Purchase Agreement, which we refer to as the SEPA, with YA II PN, Ltd., which we refer to as the Investor. The term of the SEPA is for thirty-six months from its Effective Date (or until such date, if later, that the Promissory Note that was outstanding has been repaid), unless terminated earlier under the terms of the SEPA. The SEPA’s Effective Date is defined as the date of closing of the Business Combination. The Company (as defined the SEPA being, as applicable, the Purchaser or Inception Growth) may terminate the SEPA effective upon five trading days’ prior written notice to the Investor; provided that (i) there are no outstanding Advance Notices (as defined below) under which PubCo

Ordinary Shares have yet to be issued, (ii) there is not an outstanding Promissory Note, and (iii) the Company has paid all amounts owed to the Investor pursuant to the SEPA. The Investor may terminate the SEPA upon written notice to the Company. (Although the Investor waived all such rights, in a letter dated November 27, 2024 to Inception Growth, in which the Investor agreed not to enforce the referenced termination right prior to January 21, 2025, such waiver has since expired). The SEPA also may be terminated at any time by the mutual written consent of its parties, effective as of the date of such mutual written consent unless otherwise provided in such written consent. As of the date of this proxy statement/prospectus, neither the Company nor Investor has provided notice of any termination or notice of an intention to provide notice of termination.

If either the Company or Investor terminated the SEPA, AgileAlgo, Inception Growth and Purchaser would expect to seek alternative financing in connection with the closing of the Business Combination. Such alternative financing may be on different terms from the SEPA, and any such termination may result in a delay in the expected closing of the Business Combination, In the event the SEPA is terminated prior to the Closing, AgileAlgo, Inception Growth and Purchaser may find alternative financing at terms which may or may not be more favorable to the Company and its shareholders, and any such search for alternative financing may result in a delay to the Closing, and any such financing likewise may not be on terms acceptable to AgileAlgo and the Company, or be available. The Company and AgileAlgo cannot assure as to the terms or availability of alternative financing, as of the date of this proxy statement/prospectus, if the SEPA was terminated, and such alternative financing may not be available on more favorable terms or at all. In such a circumstance, the termination of the SEPA would result in an adverse effect on, or even possibly result in a failure of, the consummation of the Business Combination.

Pre-Paid Advances

Subject to the satisfaction of the conditions set forth in the SEPA, the SEPA provides that the Investor will advance to PubCo the principal amount of $3,000,000 (the “Pre-Paid Advance”), which shall be evidenced by the Yorkville Notes. The first Pre-Paid Advance under the SEPA is in a principal amount of $2,000,000 and advanced upon the date of Closing, and the second Pre-Paid Advance shall be in a principal amount of $1,000,000 and advanced on the second trading day after the initial registration statement filed pursuant to the YA Registration Rights Agreement (as defined below) becomes effective and the required shareholder approval has been obtained. The amount of each Pre-Paid Advance distributed to PubCo is subject to a discount in the amount equal to 8% of the principal amount of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount, in immediately available funds to an account designated by PubCo in writing, and PubCo shall deliver the Yorkville Note having a principal amount equal to the full amount of such Pre-Paid Advance, duly executed on behalf of PubCo.

Advances

Additionally, the SEPA contemplates purchase by the Investor of up to $30 million in aggregate gross purchase price for newly issued PubCo Ordinary Shares (of which the Pre-Paid Advances form a part). Upon the closing of the Business Combination, PubCo has the right, but not the obligation, to issue shares of its common stock pursuant to the SEPA to the Investor (“Advance Shares”, and such issuance and sale, an “Advance”) and the Investor shall subscribe for and purchase from PubCo such Advance Shares, through written notice by PubCo to the Investor (“Advance Notice”), provided (i) no balance is outstanding under a Yorkville Note, or (ii) if there is a balance outstanding under a Yorkville Note, an Amortization Event (as defined in the Yorkville Note), has occurred in accordance with and subject to the terms of the SEPA. PubCo has the discretion to select the number of Advance Shares, not to exceed the Maximum Advance Amount (as defined below), that it desires to issue and sell to the Investor in each Advance Notice. If any amount remains outstanding under any Yorkville Note, without the prior written consent of the Investor, (A) PubCo may only (other than with respect to a deemed Advance Notice pursuant to an Investor Notice (described below)) submit an Advance Notice if an Amortization Event has occurred and the obligation of PubCo to make monthly prepayments under the Yorkville Note has not ceased, and (B) the Investor shall pay the aggregate purchase price owed by PubCo from such Advance by offsetting the amount of the Advance Proceeds against an equal amount outstanding under the subject Yorkville Note, subject to the terms and conditions of the SEPA.

For as long as there is an outstanding balance under a Yorkville Note, the Investor has the right, but not the obligation, by delivery to PubCo of Investor Notices (as defined in the SEPA), to cause an Advance Notice to be deemed delivered to the Investor, which triggers the issuance and sale of Advance Shares to the Investor, subject to terms and conditions as specified in the SEPA.

“Maximum Advance Amount” means (A) in respect of each Advance Notice delivered by PubCo under the applicable provisions of the SEPA, the greater of (i) an amount equal to one hundred percent (100%) of the average of the daily traded amount of its shares of common stock during the five consecutive trading day immediately preceding an Advance Notice, and (ii) five hundred thousand (500,000) shares of PubCo’s common stock, and (B) in respect of each Advance Notice deemed delivered by PubCo pursuant to an Investor Notice, the amount selected by the Investor in such Investor Notice; which amount shall not exceed the limitations set forth in Section 3.02 of the SEPA, including, among other things, that all shares of PubCo’s common stock beneficially owned by the Investor and its affiliates shall not exceed 4.99% of the then outstanding voting power of PubCo or number of shares of PubCo’s common stock, and that the aggregate number of shares issued and sold to the Investor by PubCo under the SEPA shall not exceed the amount registered in respect of the transaction contemplated by the SEPA under the Registration Statement (as defined below) then in effect.

The purchase price for the Advance Shares shall be (i) the price per Advance Share obtained by multiplying the Market Price by 96% in respect of an Advance Notice delivered by PubCo, or (ii) in the case of any Advance Notice delivered pursuant to an Investor Notice, equal to the Conversion Price (as defined in the Promissory Note). “Market Price” shall mean the lowest daily volume weighted average price of PubCo’s shares of common stock during the three consecutive trading days commencing on the date of the Advance Notice, other than the daily volume weighted average price on an Excluded Day (as defined in the SEPA).

Pre-Paid Advances

Pursuant to the SEPA, the Investor will advance to the PubCo (which we also refer to as the Combined Company), subject to the satisfaction of certain conditions as set forth therein, the principal amount of $3 million (which we refer to as the Pre-Paid Advance), which shall be evidenced by convertible promissory notes (which we refer to as the Yorkville Notes) in two tranches. The first tranche of the Pre-Paid Advance shall be advanced to PubCo upon the consummation of the Business Combination in the principal amount of $2 million. The second tranche of the Pre-Paid Advance will be in the principal amount of $1 million and advanced on the second trading day after the initial registration statement filed pursuant to the YA Registration Rights Agreement first becoming effective, and the required shareholder approval has been obtained. At the closing of each Pre-Paid Advance, the Investor will advance to PubCo the principal amount of the applicable tranche of the Pre-Paid Advance, less a discount netted from the purchase price due in the amount equal to 8% of the principal amount of such tranche of the Pre-Paid Advance.

The Yorkville Notes will accrue interest on the outstanding principal balance at an annual rate equal to 0%, which shall increase to an annual rate of 18% upon the occurrence of an Event of Default (as defined in the Yorkville Notes) for so long as such event remains uncured. The Yorkville Notes will mature on the date that is 12 months from the consummation of the Business Combination, which may be extended at the option of the Investor. The Yorkville Notes are convertible at the option of the Investor, at its sole discretion, at a conversion price (“Conversion Price”) equal to the lower of (i) a price equal to 100% of the VWAP per PubCo Ordinary Share on the day prior to the issuance date of the Yorkville Note issued at the first Pre-Paid Advance closing (the “Fixed Price”), or (ii) 92% of the lowest daily VWAP during the 7 consecutive trading days immediately preceding the applicable conversion date (the “Variable Price”), but which Variable Price shall not be lower than the Floor Price (as defined in the Yorkville Notes) then in effect. On the thirty (30) day anniversary of the consummation of the Business Combination (the “Fixed Price Reset Date”), the Fixed Price shall be adjusted (downwards only) to equal the average VWAP for the five (5) Trading Days immediately prior to the Fixed Price Reset Date. For the Yorkville Notes, “VWAP” means, for any trading day, the daily volume weighted average price of PubCo Ordinary Shares for such trading day on Nasdaq or the applicable principal market during regular trading hours as reported by Bloomberg L.P.

Under the terms of the Yorkville Notes, an Amortization Event would occur if (i) the daily VWAP is less than the Floor Price then in effect for five trading days during a period of seven consecutive trading days (a “Floor Price Event”), (ii) the Combined Company has issued to Investor pursuant to the transactions contemplated in the SEPA, including the Yorkville Notes, in excess of 99% of the PubCo Ordinary Shares available under the Exchange Cap (being the maximum number of PubCo Ordinary Shares that the Combined Company may issue in a transaction in compliance with its obligations under the rules of Nasdaq), where applicable (an “Exchange Cap Event”), or (iii) the Combined Company is in material breach of the YA Registration Rights Agreement, and such breach remains uncured for a period of 20 trading days, or the occurrence of an Event (as defined in the YA Registration Rights Agreement) (a “Registration Event”) (the last such day of each such occurrence, being a “Amortization Event Date”).

If an Amortization Event has occurred and has not been cured (as discussed below), then the Combined Company is required to make monthly repayments relating to this Note beginning on the 7th trading day after the Amortization Event Date and continuing on the same day of each successive calendar month until the entire outstanding principal amount of the Yorkville Notes has been repaid. Each monthly repayment shall be in an amount equal to the sum of (i) $500,000 of outstanding principal in the aggregate among outstanding Yorkville Notes, plus (ii) a payment premium in the amount equal to 10% of the principal amount being paid (the “Payment Premium”), and (iii) accrued and unpaid interest thereunder as of such payment date.

The obligation of the Combined Company to make monthly repayments related to an Amortization Event shall cease (with respect to any payment that has not yet come due) if any time after the Amortization Event Date (A) in the event of a Floor Price Event, on the date that is the 5th consecutive trading day that the daily VWAP is greater than 110% of the Floor Price then in effect, (B) in the event of an Exchange Cap Event, the date the Combined Company has obtained stockholder approval to increase the number of PubCo Ordinary Shares under the Exchange Cap and/or the Exchange Cap no longer applies, or (C) in the event of a Registration Event, the condition or event causing the Registration Event has been cured or Investor is able to resell the PubCo Ordinary Shares issuable upon conversion of the Yorkville Note in accordance with Rule 144 under the Securities Act, unless a subsequent Amortization Event occurs.

Reservation of Shares

Pursuant to the SEPA, on or before closing of the Business Combination, PubCo shall have reserved from its duly authorized capital stock at least 4,500,000 PubCo Ordinary Shares for issuance to the Investor, whether upon conversions of the Promissory Notes or pursuant to the Advances under the SEPA, although such reservation of shares thereafter shall be for such further amount of PubCo Ordinary Shares under the terms of the SEPA.

YA Registration Rights Agreement

AgileAlgo, Inception Growth, Purchaser and the Investor also entered into a registration rights agreement (the “YA Registration Rights Agreement”), dated October 1, 2024, pursuant to which agrees to file within 30 calendar days of the date of the Closing, a registration statement on Form S-1 (or Forms S-3, if eligible) with the SEC covering the resale of the PubCo Ordinary Shares subject to the SEPA requested to be included in such registration statement (the “Resale Registration Statement”), and the Combined Company shall use its best efforts to have the Resale Registration Statement declared effective as soon as practicable after the filing thereof, but in no event later than (a) the 60th calendar day following the filing of the Resale Registration Statement or (b), the fifth business day following the date on which the Combined Company is notified by the SEC that the Resale Registration Statement will not be or is no longer subject to further review and comments.

Guaranty by AgileAlgo

In connection with the SEPA, AgileAlgo and certain other subsidiaries of AgileAlgo agreed at the closing of the Business Combination to enter into a Global Guaranty Agreement, pursuant to which the parties thereto shall guaranty obligations of Inception Growth (and upon closing of the Business Combination, of PubCo) under the SEPA, the promissory note issued thereunder, and other instruments, agreements or other items executed or delivered pursuant to the SEPA.

The SEPA, the YA Registration Rights Agreement, the Yorkville Note and the Global Guaranty Agreement contain other terms and conditions and are included as exhibits to this registration statement and these exhibits are incorporated herein by reference.

Sponsor Loan Conversion Agreement

On October 22, 2024, Inception Growth and Purchaser entered into a Loan Conversion Agreement (the “Sponsor Loan Conversion Agreement”) with the Sponsor, pursuant to which (i) all loans provided by the Sponsor to Inception Growth to cover various expenses related to Inception Growth’s IPO and business combination efforts (some of which were evidenced by the Notes), and (ii) the aggregate amount owed by Inception Growth to the Sponsor (i.e. monthly fee of $10,000) for administrative services provided from the IPO to the Closing of the Business Combination, automatically convert into PubCo Ordinary Shares (the “Conversion Shares”) upon Closing of the Business Combination.

The foregoing description of the Sponsor Loan Conversion Agreement is in summary form, and the complete agreement are included as an exhibit to this registration statement and is incorporated herein by reference.

Satisfaction and Discharge of Indebtedness Agreement

On October 22, 2024, Inception Growth, Purchaser and AgileAlgo entered into an agreement for satisfaction and discharge of indebtedness (the “Discharge Agreement”) with EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) (“EF Hutton” or the “Representative”), the underwriter of the IPO.

Pursuant to the Underwriting Agreement in relation to the IPO, upon the completion of the Business Combination, EF Hutton is entitled to a deferred underwriting commission (“Deferred Commission”), which is the greater of $1,000,000 or 2.5% of the remaining cash in Inception Growth’s Trust Account, capped at $2,250,000. Now under the Discharge Agreement, instead of receiving the full Deferred Commission in cash at the Closing, EF Hutton will accept (i) 50,000 PubCo Ordinary Shares (the “EF Hutton Shares”), valued at $500,000, to be issued on or before Closing, and (ii) a promissory note to be issued by Purchaser for $500,000 (the “EF Hutton Note”). Purchaser will issue the EF Hutton Note at the Closing, which stipulates, among other things, that the EF Hutton Note will mature on the later of (i) thirteen (13) months from the date of the EF Hutton Note and (ii) ninety-two (92) days after the termination of the Convertible Promissory Notes as defined in the SEPA, set forth in Section 7.23(d) of the SEPA. The EF Hutton Note will be subordinated to all of Purchaser’s obligations to the Investor under the SEPA, the Promissory Note and any other binding agreement between Purchaser and the Investor.

The foregoing description of the Discharge Agreement and the EF Hutton Note is in summary form and the complete agreement and note are included as exhibits to the registration statement and are incorporated herein by reference.

Interests of Certain Persons in the Business Combination

When you consider the recommendation of the Inception Growth Board in favor of adoption of the Redomestication Merger Proposal, the Share Exchange Proposal and the other related Proposals, you should keep in mind that Inception Growth’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder, including the following:

•        On September 12, 2023, contemporaneously with the execution of the Business Combination Agreement, Inception Growth’s Initial Stockholders entered into the Sponsor Support Agreement, pursuant to which, among other things, such stockholders agree not to exercise any right to redeem all or a portion of their respective IGTA Shares in connection with the Business Combination. Inception Growth did not provide any separate consideration to the Initial Stockholders for such forfeiture of redemption rights;

•        The Initial Stockholders have waived their rights to redeem their IGTA Shares (including shares underlying IGTA Units), or to receive distributions with respect to these shares upon the liquidation of the Trust Account if Inception Growth is unable to consummate a business combination. Accordingly, the IGTA Shares, as well as the IGTA Units purchased by the Sponsor and Inception Growth’s officers and directors, will be worthless if Inception Growth does not consummate a business combination;

•        If the proposed Business Combination is not completed by June 13, 2025 (if Inception Growth extends the period in full, as further described herein), Inception Growth will be required to liquidate. In such event, the 1,303,490 IGTA Shares held by the Initial Stockholders, which were acquired prior to the IPO for approximately $0.001 per share, will be worthless. Such shares had an aggregate market value of approximately $15,967,753 based on the closing price of IGTA Shares of $12.25 on the OTC Markets as of May 23, 2025. Upon the consummation of the Business Combination, among other things, each of the then issued and outstanding IGTA Shares will convert automatically, on a one-for-one basis, into one PubCo Ordinary Share. In the event the share price of PubCo Ordinary Shares falls below the price paid by an Inception Growth stockholder at the time of purchase of the IGTA Shares by such stockholder, a situation may arise in which the Sponsor or a director of Inception Growth maintains a positive rate of return on its/his/her IGTA Shares while such Inception Growth stockholder experiences a negative rate of return on the shares such Inception Growth stockholder purchased;

•        If the proposed Business Combination is not completed by June 13, 2025 (if Inception Growth extends the period in full, as further described herein), the 4,721,250 Private Warrants purchased by the Sponsor for a total purchase price of $ 4,721,250, will be worthless. Such Private Warrants had an aggregate market value of approximately $330,488 based on the closing price of IGTA Warrants of $0.07 on the OTC Markets as of May 23, 2025; and

•        As a result of the interests of the Sponsor and Inception Growth’s directors and officers in Inception Growth’s securities, the Sponsor and Inception Growth’s directors and officers have an incentive to complete an initial business combination and may have a conflict of interest in the transaction, including without limitation, in determining whether a particular business is an appropriate business with which to effect Inception Growth’s initial business combination.

Anticipated Accounting Treatment

The Business Combination will be accounted for as a “reverse merger” in accordance with GAAP. Under this method of accounting, Inception Growth will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of AgileAlgo issuing shares for the net assets of Inception Growth, accompanied by a recapitalization. The net assets of Inception Growth will be stated at fair value which approximates historical costs as Inception Growth has only cash and short-term liabilities. No goodwill or other intangible assets relating to the Business Combination will be recorded. Operations prior to the business combination will be those of AgileAlgo. This determination was primarily based on the holders of AgileAlgo expecting to have a majority of the voting power of the Combined Company, AgileAlgo senior management comprising all of the senior management of the Combined Company, the relative size of AgileAlgo compared to Inception Growth, and AgileAlgo operations comprising the ongoing operations of the Combined Company. The net assets of Inception Growth will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of AgileAlgo.

Regulatory Approvals

The Redomestication Merger, the Share Exchange and the other transactions contemplated by the Business Combination Agreement are not subject to any additional U.S. federal or state regulatory requirements or approvals, or any regulatory requirements or approvals under the laws of the British Virgin Islands, except for the registration by the Registrar of Corporate Affairs in the British Virgin Islands of the Plan of Merger and the issue of a certificate of merger in relation to the Redomestication Merger.

Background of the Business Combination

Inception Growth was incorporated as a blank check company on March 4, 2021 as a Delaware corporation, for the purpose of entering into a merger, share exchange, asset acquisition, stock purchase, recapitalization, reorganization or similar business combination with one or more businesses or entities, which we refer to as a “target business.” Inception Growth’s efforts to identify prospective target businesses were not limited to any particular industry or geographic location, although it intended to direct its efforts to identify, acquire, and build a company based in the United States and/or Asia (excluding China) with a focus in the technology, media and telecom (TMT), sports and entertainment, and/or non-gambling gaming sectors. It shall not undertake an initial business combination with any entity with its principal business operations in China (including Hong Kong and Macau).

On December 13, 2021, Inception Growth consummated its initial public offering (the “IPO”) of 9,000,000 IGTA Units, each IGTA Unit consisting of one share of common stock, par value $0.0001 per share, one-half of one redeemable warrant, each whole warrant entitling the holder thereof to purchase one share of common stock for $11.50 per share, and one right to receive one-tenth (1/10) of a share of common stock upon consummation of an initial business combination. The IGTA Units were sold at a price of $10.00 per unit, generating aggregate gross proceeds to Inception Growth of $90,000,000.

On December 9, 2021, the underwriters of the IPO fully exercised their over-allotment option, and the closing and sale of an additional 1,350,000 IGTA Units also occurred on December 13, 2021. The issuance by Inception Growth of the over-allotment units at a price of $10.00 per unit resulted in total gross proceeds of $13,500,000.

As of December 13, 2021, a total of $104,535,000 of the net proceeds from the IPO (including the over-allotment) and the Private Placement (as defined below) were deposited in the Trust Account established for the benefit of Inception Growth’s public stockholders and can be invested only in U.S. government treasury bills with a maturity of 180 days or less or in money market funds meeting certain conditions under Rule 2a-7 under the Investment Company Act and that invest only in direct U.S. government treasury obligations. These funds will not be released until the earlier of the completion of the initial business combination and the liquidation due to Inception Growth’s failure to complete a business combination within the Combination Period.

Inception Growth’s Search Process

Shortly after the consummation of its IPO, Inception Growth commenced the process of identifying potential business combination targets. Leveraging the networks of our management team and Sponsor, Inception Growth reviewed over sixty (60) potential candidates in various sectors. Between January 2022 and June 2023, Inception Growth met with and evaluated the initial pool of candidates before going on to sign non-disclosure agreements with twenty-three (23) potential target companies. Further from various preliminary meetings with the potential target companies, the Company initiated further potential business combination discussions with four (4) target candidates, including AgileAlgo Pte. Ltd. (referred to in this section as “AgileAlgo”).

Inception Growth did not agree to terms with any of the potential targets other than AgileAlgo, as described below.

Negotiations with AgileAlgo

On May 19, 2023, Inception Growth received AgileAlgo’s investor deck from Mr. Tony Porcheron, a business contact of Inception Growth’s Sponsor, who was also serving as AgileAlgo’s advisor. AgileAlgo was identified as a compelling potential business combination target that would suit Inception Growth’s search criteria, so Mr. Porcheron proposed a meeting between Inception Growth and AgileAlgo.

Inception Growth had its initial call with AgileAlgo on May 25, 2023. During the call the company and its management team provided an overview of the company’s business and its 5-year plan. Following the call, AgileAlgo granted Inception Growth access to its data room to begin the preliminary due diligence process.

At this time, Inception Growth had also already signed non-disclosure agreements (“NDAs”) with an operator of a platform for creators (“Target 1”), and a developer of wireless charging technology, (“Target 2”), and had been pursuing further conversations with the respective companies’ senior management teams. Inception Growth had also already executed a letter of interest in February 2023 with an online gift platform company (“Target 3”).

A subsequent call was scheduled on May 31, 2023, where Inception Growth asked further questions regarding AgileAlgo’s technology and its market. A potential fundraising and the de-SPAC timeline were also discussed. Following the call, Inception Growth sent a draft Letter of Intent (“LOI”) to AgileAlgo with summary terms, subject to further discussions.

On June 5, 2023, another call was scheduled between Inception Growth and AgileAlgo to discuss the terms of the LOI. Both parties raised questions and received clarifications and commitments with regards to the due processes involved going forward.

On June 6, 2023, the LOI was signed and executed by both parties. Subsequent small meetings were held to discuss and assign tasks to each party, as well as to work towards the terms of a business combination agreement (“BCA”). Later the same day, Mr. Porcheron circulated an introductory email to all parties and their respective counsels.

On June 19, 2023, Inception Growth’s legal counsel Loeb & Loeb LLP (“Loeb”) circulated a preliminary due diligence request list to AgileAlgo and AgileAlgo’s legal counsel Ellenoff Grossman & Schole LLP (“EGS”).

On June 21, 2023, Inception Growth, Loeb, AgileAlgo, EGS, and Mr. Porcheron participated in an all-hands kick off and structuring teleconference for the de-SPAC transaction. Following the meeting, AgileAlgo also granted Loeb access to their data room.

On June 23, 2023, Loeb received the initial response to their preliminary due diligence request list.

On June 28, 2023, Loeb sent an initial draft of the BCA via email to Inception Growth, who subsequently circulated it to AgileAlgo after reviewing the draft.

From July 4 to July 6, 2023, Inception Growth visited AgileAlgo’s office in Singapore and physically met with Mr. Tay (Chief Executive Officer), Mr. Lee (Chief Commercial Officer), Jonathan Ang Yun Hao (Data Scientist) and Chen Joon Young Junus, as well as AgileAlgo’s advisor Seah Chin Siong. Inception Growth performed due diligence on the company during the visit. Other discussions between the parties covered terms of the merger, AgileAlgo’s strategic business plan, as well as PIPE and financing plan, etc.

On July 5, 2023, Loeb, Inception Growth, EGS, and AgileAlgo attended a weekly general status teleconference and discussed the key terms of the transaction and the redomestication of Inception Growth to the British Virgin Islands for the purposes of the transaction.

On July 6, 2023, EGS circulated a working group list and transaction steps plan to all parties, reflecting the structure contemplated on the aforementioned teleconference.

On July 19, 2023, the parties and their respective counsels attended an all-hands phone conference regarding transaction documents and the contemplated terms.

On July 21, 2023, EGS circulated initial comments to the BCA to Loeb and Inception Growth.

Between July 22 and September 12, 2023, all parties exchanged comments via email on the BCA and certain transaction documents such as the Shareholder Support Agreement, Sponsor Support Agreement, Company Disclosure Schedules, Purchaser Parties Disclosure Schedules, etc.

On August 25, 2023, Inception Growth engaged Moore Transaction Services Limited (“Moore”) to perform the valuation of AgileAlgo. Moore, a Hong Kong-based firm recommended to Inception Growth by a contact from a prior deal, is licensed to provide services including audit, assurance, accounting, business outsourcing, tax and other advisory work. Moore had no prior relationship with AgileAlgo and did not receive any compensation from AgileAlgo or Inception Growth other than payment by Inception Growth for the valuation services rendered.

On August 21, 2023, Moore conducted the valuation work meeting via virtual teleconferencing with Inception Growth.

On September 8, 2023, Moore conducted the follow-up valuation work meeting via virtual teleconferencing with AgileAlgo and Inception Growth. Later that day, Inception Growth’s management briefed its Board on the progress and key terms of the AgileAlgo transaction and shared with the IGTA Board the final draft of the Business Combination Agreement, AgileAlgo’s unaudited financial statements, a penultimate draft of the Moore valuation report and AgileAlgo’s investor presentation. After a thorough review and discussion, the BCA and related documents and agreements were unanimously approved by the Board, subject to final negotiation and modification. The IGTA Board also determined to recommend the approval of the BCA to shareholders, concluding that the fair market value of AgileAlgo was equal to at least 80% of the funds held in Inception Growth’s Trust Account. In making such a determination, Inception Growth’s Board considered the implied valuation of AgileAlgo based on the market valuation of comparable companies (as discussed below under “Inception Growth’s Reasons for the Approval of the Business Combination”.)

On September 11, 2023, the IGTA Board reviewed the final Moore valuation report and the final version of the BCA, and gave its unanimous approval of the BCA and other transaction documents.

On September 12, 2023, the BCA was signed. Contemporaneously with the signing of the BCA, (i) certain stockholders of Inception Growth also signed a support agreement pursuant to which such stockholders agreed to, among other things, approve the BCA and the Business Combination, and not transfer their Inception Growth securities prior to the Closing; and (ii) the Signing Sellers also signed a support agreement pursuant to which the Signing Sellers agreed to, among other things, after the effectiveness of the Registration Statement, approve the BCA and the Business Combination.

On September 13, 2023, the signing of the BCA by Inception Growth and AgileAlgo was announced to the public. Inception Growth filed a Current Report on Form 8-K announcing the transaction which included a copy of the press release therein. On September 18, 2023, Inception Growth filed another Current Report on Form 8-K describing the material provisions of the BCA and certain related documents.

Inception Growth’s Reasons for the Approval of the Business Combination

After consulting with Inception Growth’s management, as well as the financial and legal advisors, Inception Growth’s board of directors (the “Board”) unanimously approved the execution of the Business Combination Agreement on September 11, 2023. In making its determination with respect to the transactions contemplated thereby, the Board considered and evaluated a number of factors, including, but not limited to, the factors discussed below. In light of the complexity and variety of such factors, the Board did not consider it practicable to, nor did it attempt to, quantify or otherwise assign relative weights to the specific factors that the Board considered in reaching its determination and supporting its decision. The Board viewed its decision as being based on all of the information available and the factors presented to and considered by the Inception Growth Board. In addition, individual directors may have given different weight to different factors.

This explanation of Inception Growth’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under “Forward-Looking Statements.”

Before reaching its decision, the Board discussed the results of the due diligence conducted by Inception Growth’s management and their advisors, which included:

•        meetings and calls with the management team and advisors of AgileAlgo regarding operations and forecasts;

•        consultations with AgileAlgo’s management and legal and financial advisors;

•        review of AgileAlgo’s material contracts, intellectual property, financial, tax, legal, real estate and accounting due diligence;

•        AgileAlgo’s audited and unaudited financial statements;

•        financial review and analysis of AgileAlgo and the Business Combination;

•        analysis on comparable target companies; and

•        research on comparable transactions.

In approving the Business Combination, the Board decided not to obtain a fairness opinion. The officers and directors of Inception Growth have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with the experience and sector expertise of their advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination.

The Board considered a number of factors pertaining to the BCA and the transactions contemplated thereby, including, but not limited to, the following:

•        Satisfies a number of Inception Growth’s initial acquisition criteria.    The Board determined that AgileAlgo satisfies a number of the criteria that Inception Growth established upon its IPO, including (i) strong management team (ii) strong portfolio of investors (iii) potential to have recurring revenue (iv) benefits from being publicly traded (v) appropriate valuations and upside potential (vi) strategic management and long-term planning (vii) innovative-led approach and risk management.

•        Favorable prospects for future revenue and earnings growth.    Current information and forecast projections from Inception Growth and AgileAlgo’s management are favorable regarding (i) AgileAlgo’s business, prospects, financial condition, operations, technology, products, offerings, management, competitive position, and strategic business goals and objectives, (ii) general economic, industry, regulatory, and technology market conditions, and (iii) opportunities and competitive factors within AgileAlgo’s industry.

•        Unique position in a high-growth market.    The Board believes that AgileAlgo is uniquely positioned within the AI and software consulting industries with world-class technology systems and processes to manage their key performance indicators across their markets.

•        Experienced and committed management team and board.    AgileAlgo has a highly professional and experienced management team with a broad network who is committed to leading the company for the long-term. AgileAlgo’s team has also attracted support from successful individual advisors in the field, including Seah Chin Siong, CEO of Singapore Institute of Management.

•        Compelling valuation.    The implied pro forma enterprise value in connection with the Business Combination of approximately $158 million which the Board believes represents an attractive valuation relative to selected comparable companies in the AI and software consulting spaces.

The Board also considered a variety of uncertainties and risks and other potentially negative factors concerning the Business Combination, including, but not limited to, the following:

•        Macroeconomic risks.    AgileAlgo’s business and revenues could be negatively impacted by general economic and geopolitical conditions and other factors beyond its control, and could be prone to significant and unpredictable fluctuations.

•        Risk that benefits may not be achieved.    The potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

•        Regulatory risks.    There are risks associated with AgileAlgo being subject to regulatory requirements from operating in Singapore and other countries.

•        Intense competition.    The fact that AgileAlgo operates in an emerging market and is subject to intense competition and that its competitors may in the future offer products and services that AgileAlgo and/or its future partners are unwilling or unable to match.

•        No guarantee of profitable results.    As of the date of this proxy statement/prospectus, AgileAlgo has not yet reported a profit, and there is no guarantee that it will yield profitable results in the future.

•        Redemption risk.    A significant number of Inception Growth shareholders may elect to redeem their shares prior to the consummation of the Business Combination and pursuant to Inception Growth’s amended and restated memorandum and articles of association, which would potentially make the Business Combination more difficult to complete or reduce the amount of cash available to PubCo to accelerate its business plan following the Closing.

•        Other risks.    Various other risks associated with the business of AgileAlgo, as described in the section entitled “Risk Factors” appearing elsewhere in this proxy statement/prospectus.

Engagement of Porche Capital Ltd. as Financial Advisor to AgileAlgo Pte. Ltd.

AgileAlgo Pte. Ltd. and Porche Capital Ltd. entered into an engagement letter dated July 18, 2023 (the “Porche Capital Agreement”), pursuant to which, Porche Capital Ltd. agreed to offer services, including not limited to reviewing financial statements, creating a pitch deck, engaging as a company liaison with various SPACs, investment banks, institutional investors and other professional firms including legal and accounting, developing financial models and evaluating AgileAlgo’s capital structure before and after the business combination, identifying potential SPAC partners, managing the merger process and related project management. As consideration for services rendered, AgileAlgo Pte. Ltd. agreed to the following payments: (a) 2.0% of the total transaction value of a SPAC business combination, to be paid in shares or cash, subject to the parties’ mutual consent; (b) 2.0% of the total amount raised for equity or debt financing; (c) a $90,000.00 retainer fee, payable in installments over six months from the date of the Porche Capital Agreement; and (d) approved expenses. Additionally, Agile agreed for Porche Capital Ltd. to act as the exclusive mergers and acquisitions advisor to AgileAlgo Pte. Ltd. for a period of one year or upon completion or termination of the Porche Capital Agreement. The full advisory role and the service fees will be separately negotiated following the SPAC merger.

Valuation Report

Inception Growth engaged Moore to perform the valuation of AgileAlgo. Moore delivered a valuation report to Inception Growth regarding its valuation of AgileAlgo as of August 31, 2023, as well as the rationale supporting its conclusion (the “Valuation Report”).

FactSet Mergerstat, LLC in 2023; and (4) the median Discount for Lack of Marketability (DLOM) of approximately 15.70% calculated from the 772 relevant private placement transactions of unregistered common stock issued by publicly traded companies from July 1980 through March 2022 in the “Stout Restricted Stock Study Companion Guide (2022 Edition)”, a widely cited restricted stock transaction database for providing empirical support for a DLOM published and updated quarterly by Business Valuation Resources, LLC in 2023. All aforementioned studies are publicly available and were not commissioned by AgileAlgo or Inception Growth. Limitations of the aforementioned assumptions include:

•        The Valuation has been primarily based on income statements, balance sheets and the Forward Revenue provided by AgileAlgo management.

•        The Forward Sales were prepared on bases reflecting the best available estimates and good faith judgments of AgileAlgo management as to AgileAlgo’s future performance.

•        The principal businesses of AgileAlgo will not change significantly in the foreseeable future.

•        There will be no major changes in the political, legal, fiscal, technological, economic and market conditions in the localities in which AgileAlgo operates or intends to operate, which would adversely affect the revenues attributable to and profitability of AgileAlgo.

•        There will be no major changes in the current taxation laws in the localities in which AgileAlgo operates or intends to operate and that the rates of tax payable shall remain unchanged and that all applicable laws and regulations will be complied with.

•        There will be no material changes in the relevant market return, market risk, interest rates and exchange rates that would impact AgileAlgo’s business operation.

The capital expenditure and business expenses incurred in the past years of operation and planning to be incurred were calculated as the Cost projections. The Cost Approach was considered inappropriate in the Valuation as it does not consider the future economic benefits generated from the operation of AgileAlgo’s business. The Cost Approach is inadequate in reflecting the value of its equity interests deriving from its ongoing business and any potential growth prospects. Therefore, the Market Approach reflects the value obtained from a consensus of market participants over the corresponding industry. It is generally agreed that such an approach involves less subjective assumptions and judgements in a valuation as this is principally based on comparison. Moore also noticed that several publicly listed companies of similar businesses could provide a reasonable valuation benchmark. Thus, the Market Approach has been adopted in the Valuation.

The EV/S multiples of the comparable publicly listed companies used for the analysis are as follows:

____________

Source: Bloomberg

All of the companies listed above became public through an underwritten firm commitment offering rather than a business combination, are significantly larger than AgileAlgo, and have been reporting and publicly traded for many years. As AgileAlgo is a growth stage private company that exists in a unique space with no exactly comparable peers, none of the companies listed above have characteristics identical to AgileAlgo, but were selected because of certain similarities to AgileAlgo’s business. There are limitations on the selection criteria.

The Guideline Companies are involved in the sale of self-developed software that incorporates fundamental AI technologies. Their revenue is primarily derived from software subscriptions and the provision of professional services. This has been based on Moore’s understanding of their company descriptions provided by Bloomberg and their websites. Such business activities are the principal business activities of these companies.

The Guideline Companies’ shares were actively traded in the market and have sufficient relevant financial information that is publicly available. It is true that the companies listed became public through an underwritten firm commitment offering rather than a business combination, are significantly larger, and have been reporting and

PROPOSAL No. 3:
THE NASDAQ PROPOSAL

Overview

Immediately prior to and in connection with the proposed Business Combination, we intend to effect (subject to customary terms and conditions, including the Closing): (i) the issuance and/or sale of PubCo Ordinary Shares in connection with the Business Combination and (ii) the issuance of an aggregate of up to $30,000,000 PubCo Ordinary Shares from time to time to Yorkville over a 36-month period following the Closing pursuant to the Yorkville Financing.

For more information, see the full text of the Business Combination Agreement, a copy of which is attached as Annex A-1 (with the amendments thereto attached as Annex A-2 and Annex A-3, respectively). The SEPA and Yorkville Notes, and the YA Registration Rights Agreement, are included as exhibits to the registration statement of which this proxy statement/prospectus forms a part. The discussion herein is qualified in its entirety by reference to such documents.

We are proposing the Nasdaq Proposal in order for PubCo to comply with Nasdaq Listing Rules 5635(a), (b), and (d). Under Nasdaq Listing Rule 5635(a), stockholder approval is required prior to the issuance of securities in connection with the acquisition of another company if such securities are not issued in a public offering and (A) have, or will have upon issuance, voting power equal to or in excess of 20% of the voting power outstanding before the issuance of PubCo Ordinary Shares (or securities convertible into or exercisable for PubCo Ordinary Shares); or (B) the PubCo Ordinary Shares to be issued is or will be equal to or in excess of 20% of the number of PubCo Ordinary Shares outstanding before the issuance of the shares or securities. Under Nasdaq Listing Rule 5635(b), stockholder approval is required prior to the issuance of securities when the issuance or potential issuance will result in a change of control. Under Nasdaq Listing Rule 5635(d), stockholder approval is required for a transaction other than a public offering involving the sale, issuance or potential issuance by an issuer of PubCo Ordinary Shares (or securities convertible into or exercisable for PubCo Ordinary Shares) at a price that is less than the lower of (i) the closing price immediately preceding the signing of the binding agreement or (ii) the average closing price of the PubCo Ordinary Shares for the five trading days immediately preceding the signing of the binding agreement, if the number of PubCo Ordinary Shares (or securities convertible into or exercisable for PubCo Ordinary Shares) to be issued equals to 20% or more of the PubCo Ordinary Shares, or 20% or more of the voting power, outstanding before the issuance. This subsection (d) of 5635 is discussed further below.

Inception Growth received a notice, dated December 10, 2024 (the “Nasdaq Notice”) from Nasdaq, stating that Inception Growth did not comply with Interpretive Material IM-5101-2, and that its securities were subject to delisting. Inception Growth’s registration statement, filed in connection with the, became effective on December 8, 2021. Pursuant to IM-5101-2, Inception Growth, a special purpose acquisition company, must complete one or more business combinations within 36 months of the effectiveness of its IPO registration statement. Since Inception Growth did not complete its initial business combination by December 8, 2024, it did not comply with IM-5101-2, and its securities were subject to delisting. Unless Inception Growth requested a timely appeal of this determination by Nasdaq, trading of its securities on Nasdaq would be suspended at the opening of business on December 17, 2024, and a Form 25-NSE would be filed with the SEC, which would remove Inception Growth’s securities from listing on The Nasdaq Stock Market.

Inception Growth did not appeal against Nasdaq’s determination to delist its securities and accordingly, the Company’s securities were be suspended from trading on Nasdaq at the opening of business on December 17, 2024. However, Inception Growth’s securities commenced trading on the OTC Markets at the opening of business on December 17, 2024, under their prior Nasdaq trading symbols; and it is expected that Inception Growth’s securities will continue to trade under their current symbols on the OTC Markets.

PubCo will seek to list the PubCo Ordinary Shares and the PubCo warrants on Nasdaq in connection with the closing of the Business Combination. Inception Growth cannot assure you that the PubCo Ordinary Shares and PubCo Warrants will be approved for listing on Nasdaq.

Background

On October 1, 2024, AgileAlgo, Inception Growth and Purchaser entered into the SEPA with the Investor.

Under the applicable Nasdaq rules, in no event may Purchaser issue to the Investor under the SEPA more than 16,353,904 PubCo Ordinary Shares, which number of shares is equal to 19.99% of the IGTA Shares outstanding immediately prior to the execution of the SEPA (the “Exchange Cap”), unless (i) PubCo obtains stockholder approval to issue PubCo Ordinary Shares in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average

price per share paid by the Investor for all of the PubCo Ordinary Shares that PubCo directs the Investor to purchase from PubCo pursuant to the SEPA, if any, equals or exceeds the lower of (a) the official closing price of the IGTA Shares on Nasdaq immediately preceding the execution of the SEPA and (b) the average official closing price of the IGTA Shares on Nasdaq for the five consecutive trading days immediately preceding the execution of the SEPA, adjusted as required by Nasdaq so that the Exchange Cap limitation will not apply to issuances and sales of PubCo Ordinary Shares pursuant to the SEPA. Moreover, PubCo may not issue or sell any PubCo Ordinary Shares to the Investor under the SEPA which, when aggregated with all other PubCo Ordinary Shares then beneficially owned by Investor and its affiliates (as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 13d-3 thereunder), would result in the Investor beneficially owning more than 4.99% of the outstanding AGBA Ordinary Shares.

Exchange Cap

Under the applicable Nasdaq rules, in no event may PubCo issue to the Investor under the SEPA more than 16,353,904 Common Shares, which number of shares is equal to the Exchange Cap.

Reasons for Seeking Shareholder Approval Relating to the Exchange Cap

Nasdaq Listing Rule 5635 requires us to obtain shareholder approval, among other things as discussed above, prior to the sale, issuance or potential issuance of PubCo Ordinary Shares (or securities convertible into or exercisable for PubCo Ordinary Shares) in connection with a transaction other than a public offering at a price less than the “Minimum Price” which either alone or together with sales by officers, directors or substantial stockholders of the company equals 20% or more of the PubCo Ordinary Shares or 20% or more of the voting power outstanding before the issuance. This approval under 5635(d) is in addition to approval under 5635(a) and (b) discussed above. For Nasdaq purposes, “Minimum Price” means a price that is the lower of: (i) the Nasdaq Official Closing Price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (ii) the average Nasdaq Official Closing Price of the Common Stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement. The applicable “Minimum Price,” solely for Nasdaq approval purposes under such subsection (d), is $11.32 relating to IGTA’s applicable share price of common stock based on the signing of the SEPA on October 1, 2024.

In connection with the execution of the SEPA, we agreed to hold a meeting of stockholders to, among other things, obtain the consent of the stockholder of IGTA pursuant to Nasdaq Listing Rule 5635 for the issuance of all PubCo Ordinary Shares that could be issued pursuant to the SEPA.

The Exchange Cap applies to PubCo Ordinary Shares issued or that may be issued under the SEPA, and accordingly, we are seeking a single stockholder approval with respect to PubCo Ordinary Shares to be issued under the SEPA, and which includes the issuance of an aggregate of up to $30,000,000 PubCo Ordinary Shares from time to time to Yorkville over a 36-month period following the Closing pursuant to the Yorkville Financing. A component of the Yorkville Financing and this approval includes, without limitation, the reservation and registration of 4,500,000 PubCo Ordinary Shares for issuance in connection with the Yorkville Notes, Stockholder approval of this Proposal 3 will constitute shareholder approval for purposes of Nasdaq Listing Rule 5635.

Our Board has determined that the SEPA and our ability to issue the PubCo Ordinary Shares thereunder in excess of the Exchange Cap are in the best interests of PubCo and its shareholders because the ability to sell PubCo Ordinary Shares to the investor will provide PubCo with a reliable source of capital for general corporate purposes, which may include, but are not limited to, funding working capital, capital expenditures, operating expenses and the selective pursuit of business development opportunities.

We cannot predict if the applicable price for any conversion under the any future notes issued to the Investor will be greater than the applicable Minimum Price under the Nasdaq Rules.

Consequences of Non-Approval

The ability of PubCo to continue as a going concern is dependent upon its ability to raise additional funds and implement its business plan, including, but not limited to equity and/or debt financings and government loans or grants. If PubCo is unable to raise additional capital, it may have to significantly delay, scale back or discontinue the development or commercialization of its products and services and/or consider a sale or other strategic transaction.

If we do not receive the IGTA stockholder approval, this will restrict PubCo’s ability to sell PubCo Ordinary Shares to the Investor, unless we are able to sell shares to the Investor at a price per share greater than the applicable Minimum Price under the SEPA.

Accordingly, our Board believes that providing PubCo the flexibility to issue PubCo Ordinary Shares in excess of the Exchange Cap and below the applicable Minimum Price for the SEPA is advisable and in the best interests of the IGTA and its stockholders because of the capital that PubCo can receive with greater flexibility to issue PubCo Ordinary Shares under the SEPA.

Effect on Current Stockholders

The issuance of PubCo Ordinary Shares under the SEPA (including any such shares issued below the applicable Minimum Price) would result in an increase in the number of PubCo Ordinary Shares outstanding, and our shareholders will incur dilution of their percentage ownership. Because the number of PubCo Ordinary Shares that may be issued to the Investors pursuant to the Convertible Notes is determined based on the price at the time of issuance, the exact magnitude of the dilutive effect cannot be conclusively determined. However, the dilutive effect may be material to our current shareholders.

Additional Reasons for the Nasdaq Proposal

In consideration of the Share Exchange, at the Closing PubCo will issue 14,000,000 PubCo Ordinary Shares with a deemed price per share of US$10.00 to the AgileAlgo Shareholders. In addition, an additional 2,000,000 Earnout Consideration Shares may be issued to the AgileAlgo Shareholders as contingent post-closing earnout consideration. See “Proposal No. 2: — The Share Exchange Proposal — General Description of the Share Exchange — Share Exchange with AgileAlgo; Share Exchange Consideration.” Because the number of PubCo Ordinary Shares we anticipate issuing as consideration in the Business Combination (1) will constitute more than 20% of PubCo’s outstanding ordinary shares and more than 20% of outstanding voting power prior to such issuance, and (2) will result in a change of control of Inception Growth, we are required to obtain stockholder approval of such issuance pursuant to Nasdaq Listing Rules 5635(a), (b) and (d).

Effect of Proposal on Current Stockholders

If the Nasdaq Proposal is adopted, up to an aggregate of 16,000,000 PubCo Ordinary Shares may be issued in connection with the Business Combination, and additional PubCo Ordinary Shares may be issued to the Investor after the Business Combination in excess of the Exchange Cap.

The issuance of the Ordinary Shares described above would result in significant dilution to Inception Growth’s stockholders, and result in its stockholders having a smaller percentage interest in the voting power, liquidation value and aggregate book value of the Combined Company.

Vote Required for Approval

The approval of the Nasdaq Proposal requires the affirmative vote of holders of a majority of the IGTA Shares represented in person (including by virtual attendance) or by proxy and entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes will have no effect with respect to the approval of this proposal.

This Proposal is conditioned upon the approval of the Redomestication Merger Proposal and the Share Exchange Proposal. If the Redomestication Merger Proposal and the Share Exchange Proposal are not approved, Proposal No. 3 will have no effect even if approved by our stockholders.

Board Recommendation

The Inception Growth Board recommends a vote “FOR” adoption of the Nasdaq Proposal.

The existence of financial and personal interests of one or more of Inception Growth’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inception Growth and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. In addition, Inception Growth’s directors and officers have interests in the Business Combination that may conflict with or be in addition to your interests as a stockholder. See “The Business Combination — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for further information.

PROPOSAL No. 4:
THE CHARTER PROPOSAL

Overview

In connection with the Business Combination, we are asking our stockholders to consider and vote upon and to approve a proposal to adopt the PubCo Amended and Restated Memorandum and Articles of Association, which we refer to as the PubCo Charter, substantially in the form attached to this proxy statement/prospectus as Annex B, which will be adopted by PubCo upon the effective time of the Redomestication Merger. The Charter Proposal is conditioned on the approval of the Redomestication Merger Proposal and the Share Exchange Proposal. Therefore, if the Redomestication Merger Proposal and the Share Exchange Proposal are not approved, then the Charter Proposal will have no effect, even if approved by Inception Growth’s stockholders. The Charter Proposal is not conditioned on the separate approval of the Governance Proposal. This separate vote is not required by British Virgin Islands law and instead, is being requested by Inception Growth pursuant to SEC guidance.

Proposed PubCo Charter

The following table sets forth a summary outlining important similarities and differences in the corporate governance and shareholder rights associated with each of Inception Growth and PubCo according to applicable law and/or the organizational documents of Inception Growth and PubCo, including Inception Growth’s Current Charter and the PubCo Charter. This summary is qualified by reference to the complete text of the PubCo Charter, a copy of which is attached to this proxy statement/consent solicitation statement/prospectus as Annex B. All stockholders are encouraged to read each of the proposed PubCo Charter in their entirety for a more complete description of their terms in their entirety for a more complete description of their terms.

Reasons for the Amendments

In the judgment of Inception Growth’s board, the Charter Proposal is desirable for the following reasons:

•        The authorized increased share capital is in compliance with the British Virgin Islands laws and desirable for PubCo to have adequate authorized capital to facilitate the transactions contemplated by the Business Combination, to provide support for PubCo’s growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions);

•        The name of the new public entity is desirable to reflect the Business Combination and the combined business going forward; and

•        the provisions that relate to the operation of Inception Growth as a blank check company prior to the consummation of its initial business combination would not be applicable after the Business Combination (such as the obligation to dissolve and liquidate if a business combination is not consummated in a certain period of time).

Required Vote

The approval of the Charter Proposal requires the affirmative vote of holders of a majority of the IGTA Shares represented in person (including by virtual attendance) or by proxy and entitled to vote thereon at the Special Meeting. Abstentions and broker non-votes will have no effect with respect to the approval of this proposal.

This Proposal is conditioned upon the approval of the Redomestication Merger Proposal and the Share Exchange Proposal. If the Redomestication Merger Proposal and the Share Exchange Proposal are not approved, Proposal No. 4 will have no effect even if approved by our stockholders.

Recommendation of Inception Growth Board

The Inception Growth Board recommends a vote “FOR” adoption of the Charter Proposal.

PROPOSAL No. 5:
THE GOVERNANCE PROPOSAL (THE “GOVERNANCE PROPOSAL”)

Overview

We are asking our stockholders to vote upon a proposal to approve certain governance provisions contained in the PubCo Charter, which will be adopted by PubCo upon the effective time of the Redomestication Merger. Explanations for each of these proposals are being presented in accordance with SEC guidance and will each be voted upon on an advisory basis. The vote on each of these proposals is not binding on Inception Growth or our Board.

In the judgment of the Board, these provisions are necessary to adequately address the needs of the Combined Company. Furthermore, the Business Combination is not conditioned upon the separate approval of the Governance Proposal.

Governance Proposal

The following is a summary of the material differences between our Current Charter and the PubCo Charter applicable to the Governance Proposal. This summary is qualified by reference to the complete text of the PubCo Charter, a copy of which is attached to this proxy statement as Annex B. We urge all stockholders to read the PubCo Charter in their entirety for a more complete description of its terms.

Reasons for the Governance Proposal

Proposal A — The Redomestication Merger

The purpose of the Redomestication Merger is to establish a British Virgin Islands company as the parent entity of AgileAlgo. As a result of the Redomestication Merger, the Inception Growth stockholders will no longer be stockholders of Inception Growth. The Inception Growth stockholders (other than the Inception Growth stockholders who exercise their redemption rights, and any direct or indirect wholly owned subsidiary of Inception Growth holding IGTA Shares) will become shareholders of PubCo.

Proposal B — The Share Exchange

The Inception Growth Board considered a wide variety of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement, including but not limited to, the following material factors:

•        Commercial rationale.    AgileAlgo has a strong track record of developing AI solutions that are tailored for the enhancement of labor productivity;

•        Capacity for international expansion.    AgileAlgo plans to expand market coverage and its international operations in the future. By leveraging its established foothold in the existing Asian markets, AgileAlgo is well positioned to efficiently tap into other region’s growing demand for AI-driven workforce solutions. Such strategic expansion also positions AgileAlgo to address the growing needs of a diverse clientele, driving business growth and innovation;

•        Multiple avenues for growth.    Throughout the discussion, the Inception Growth Board is aware that AgileAlgo’s management team has been exploring and planning for different ways to widen its revenue streams, such as expansion of its distribution channel, market coverage and client profiles; and

•        Strong and committed experienced management team.    AgileAlgo’s management team has an extensive experience in technology industry and the IT sector.

After careful consideration, the Inception Growth Board determined that the Share Exchange forming part of the Business Combination with AgileAlgo is in the best interests of Inception Growth and its stockholders. See the section titled “Proposal No. 2: — The Share Exchange Proposal — Inception Growth’s Board’s Reasons for Approving the Business Combination” for additional information.

Proposal C — Authorized Ordinary Shares

The PubCo Charter also increases the authorized number of shares because the IGTA board of directors believes that it is important for the Combined Company to have available for issuance a number of authorized shares of PubCo Ordinary Shares and preference shares sufficient to support the Combined Company’s growth and to provide flexibility for future corporate needs (including, if needed, as part of financing for future growth acquisitions). In addition, the increase in the total number of authorized shares is intended to provide the Combined Company with adequate authorized capital to provide flexibility for future issuances of PubCo Ordinary Shares if determined by the Combined Company’s board of directors to be in the best interests of the Combined Company, without incurring the risk, delay and potential expense incident to obtaining stockholder approval for a particular issuance. Although there is no present intention to issue any shares beyond those contemplated by the proposed Business Combination, the Yorkville Financing, the Incentive Plan, and/or otherwise in the ordinary course of business, the additional authorized shares of PubCo Ordinary Shares would be issuable for any proper corporate purpose, including, without limitation, stock splits, stock dividends, future acquisitions, investment opportunities, capital raising transactions of equity or convertible debt securities, issuances under current or future equity compensation plans or for other corporate purposes. The Combined Company’s authorized but unissued shares of the PubCo Ordinary Shares and preference shares will be available for future issuances without stockholder approval (except to the extent otherwise required by law or Nasdaq rules) and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans.

Proposal D — Provisions Applicable to Blank Check Companies

The elimination of certain provisions related to Inception Growth’s status as a blank check company is desirable because these provisions will serve no purpose following the Business Combination. For example, the PubCo Charter does not include the requirement to dissolve the Combined Entity after a certain time period and allows it to continue as a corporate entity with perpetual existence following consummation of the Business Combination. Perpetual existence is the usual period of existence for corporations, and the Board believes it is the most appropriate period for the post-combination company following the Business Combination. In addition, certain other provisions in the Current Charter require that proceeds from Inception Growth’s IPO be held in the Trust Account until a business combination or liquidation of Inception Growth has occurred. These provisions cease to apply once the Business Combination is consummated and are therefore not included in the PubCo Charter.

Vote Required for Approval

The Governance Proposal, which is a non-binding vote, assuming that a quorum is present at the Special Meeting, will be approved only if holders of at least a majority of the issued and outstanding Ordinary Shares present in person (including by virtual attendance) or represented by proxy and entitled to vote at the Special Meeting vote “FOR” the Governance Proposal. Accordingly, a stockholder’s failure to vote online during the Special Meeting or by proxy, a broker non-vote or an abstention have no effect on the Governance Proposal.

As discussed above, the Governance Proposal is advisory votes and therefore are not binding on Inception Growth or our Board. Furthermore, the Business Combination is not conditioned on the separate approval of the Governance Proposal. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, the PubCo Charter will be the charter of the Combined Company upon consummation of the Business Combination.

The Initial Stockholders have agreed to vote any IGTA Shares owned by them in favor of the Governance Proposal.

Board Recommendation

The Inception Growth Board recommends a vote “FOR” adoption of the Governance Proposal.

The existence of financial and personal interests of one or more of Inception Growth’s directors may result in a conflict of interest on the part of such director(s) between what he, she or they may believe is in the best interests of Inception Growth and its stockholders and what he, she or they may believe is best for himself, herself or themselves in determining to recommend that stockholders vote for the Proposals. In addition, Inception Growth’s directors and officers have interests in the Business Combination that may conflict with or be in addition to your interests as a stockholder. See “The Business Combination — Interests of Certain Persons in the Business Combination” in this proxy statement/prospectus for further information.

PROPOSAL NO. 6:
THE NTA REQUIREMENT AMENDMENT PROPOSAL

Overview

This is a proposal to eliminate from Inception Growth’s certificate of incorporation the limitation that it shall not redeem Public Shares to the extent that such redemption would cause Inception Growth’s net tangible assets to be less than $5,000,001, so as to facilitate the consummation of the Business Combination, by permitting redemptions by public stockholders of Inception Growth even if such redemptions result in Inception Growth having net tangible assets that are less than $5,000,001 upon consummation thereof, and by permitting consummation of the Business Combination even if it would cause Inception Growth’s net tangible assets to be less than $5,000,001 upon consummation thereof, by adopting the fifth amendment to Inception Growth’s amended and restated certificate of incorporation (the “NTA Requirement Amendment”). A copy of the fifth amendment to Inception Growth’s amended and restated certificate of incorporation is attached hereto as Annex C. All stockholders are encouraged to read the proposed NTA Requirement Amendment in its entirety for a more complete description of its terms.

The NTA Requirement

The Certificate of Incorporation of Inception Growth currently provides that Inception Growth shall not repurchase Public Shares in an amount that would cause the Inception Growth’s net tangible assets to be less than US$5,000,001 upon the consummation of a Business Combination, that Inception Growth shall not redeem Public Shares that would cause the Company’s net tangible assets to be less than US$5,000,001 following such redemptions and that the Company shall not consummate a Business Combination unless the Company has net tangible assets of at least US$5,000,001 immediately prior to, or upon such consummation of, such Business Combination (the “NTA Requirement”). The initial purpose of the NTA Requirement was to ensure that, in connection with its initial business combination, Inception Growth would continue, as it has since the IPO, to be not subject to the “penny stock” rules of the SEC, and therefore not a “blank check company” as defined under Rule 419 of the Securities Act because it complied with Rule 3a51-1(g)(1) (the “NTA Rule”). Because we expect that the PubCo Ordinary Shares will be listed on Nasdaq as of the Closing Date, and therefore under the “Exchange Rule” (Rule 3a51-1(a)(2) under the Exchange Act) the PubCo Ordinary Shares will not be deemed to be a “penny stock” pursuant Rule 3a51-1 under the Exchange Act, (as described below), Inception Growth is presenting the NTA Requirement Amendment Proposal so that the parties may consummate the Business Combination even if Inception Growth has $5,000,000 or less in net tangible assets at the Closing.

Like many SPACs, Inception Growth included the NTA Requirement in its Certificate of Incorporation in order to ensure that through the consummation of its initial business combination Inception Growth would not be considered a penny stock issuer and therefore not a blank check company if no other exemption from the rule was available. However, trading of Inception Growth’s securities were suspended from Nasdaq at the opening of business on December 17, 2024, and commenced trading on the OTC Markets on such date, under their prior Nasdaq trading symbols. Nevertheless, Inception Growth believes that The Nasdaq Global Market has initial listing standards that meet the criteria identified in the Exchange Rule and that PubCo can therefore rely on the Exchange Rule to avoid being treated as a penny stock.

Therefore, the NTA Requirement is unnecessary so long as PubCo meets the requirements of the Exchange Rule.

If this NTA Requirement Amendment Proposal is approved, and PubCo fails to have net tangible assets of at least $5,000,001 and PubCo is unable to list its ordinary shares on Nasdaq (and thus will not be able to meet the requirements of the Exchange Rule), then PubCo may be required to comply with the “penny stock rules” and this could negatively affect the market for PubCo securities and the ability of PubCo to raise capital following the Business Combination. See “Nasdaq Rule 5815 was amended effective October 7, 2024 to provide for the immediate suspension and delisting for failure to meet the 36-month requirement in Nasdaq Rule IM 5101-2(b) to complete a business combination, and Inception Growth’s securities were suspended from trading on Nasdaq and delisted at the opening of business on December 17, 2024.”

Reasons for the Proposed NTA Requirement Amendment

Inception Growth’s stockholders are being asked to adopt the NTA Requirement Amendment Proposal prior to the Closing, which, in the judgment of the IGTA Board, could facilitate the consummation of the Business Combination if Inception Growth’s NTA would be below $5,000,001 upon consummation of the Business Combination. The Current Charter limits Inception Growth’s ability to consummate an initial business combination, or to redeem IGTA Shares in connection with an initial business combination, if it would cause Inception Growth to have less than $5,000,001 in net tangible assets upon consummation thereof. The purpose of such limitation was initially to ensure that IGTA Shares would not be deemed a “penny stock” pursuant to Rule 3a51-1 under the Exchange Act. Because we expect that the PubCo Ordinary Shares will be listed on Nasdaq as of the Closing Date, and therefore under the “Exchange Rule” (Rule 3a51-1(a)(2) under the Exchange Act) the PubCo Ordinary Shares will not be deemed to be a “penny stock” pursuant Rule 3a51-1 under the Exchange Act, Inception Growth is presenting the NTA Requirement Amendment Proposal to facilitate the consummation of the Business Combination. If the NTA Requirement Amendment Proposal is not approved and there are significant requests for redemption such that Inception Growth’s net tangible assets would be less than $5,000,001 immediately prior to or upon the consummation of the Business Combination, the Current Charter would prevent Inception Growth from being able to consummate the Business Combination even if all other conditions to Closing are met.

Vote Required for Approval