Inception Growth Acquisition Limited *

Inception Growth Acquisition Limited *

Jun 25, 2021 by sam.beattie

PROPOSED BUSINESS COMBINATION: Prodigy, Inc.

ENTERPRISE VALUE: TBD
ANTICIPATED SYMBOL: PRGY

Inception Growth Acquisition Limited proposes to combine with Prodigy, Inc.

AgileAlgo is a business entity registered in the British Virgin Islands, operating primarily through its subsidiary AgileAlgo Pte Ltd., based in Singapore. The company specializes in creating enterprise-level natural language code generators for machine-learning and data management platforms, leveraging Generative-Artificial Intelligence (AI) techniques to automate the development and scaling of AI codes across various technology stacks.

As part of its growth strategy, AgileAlgo plans to expand by acquiring IT consulting practices and collaborating with owners of large-scale projects. The goal is to reduce the complexity, time, and cost associated with developing software scripts and codes. This initiative is also aimed at transforming the current global workforce dynamics, which are significantly influenced by offshoring costs and capabilities.


EXTENSION – 12/11/24 – LINK

  • The SPAC approved the extension from December 13, 2024 to June 13, 2025.
    • 984,194 shares were redeemed.
    • $0.04/share per month will be deposited into the trust account.

SUBSEQUENT EVENT – 10/22/24 – LINK

  • In lieu of the original deferred underwriting fee which is the greater of $1,000,000 or 2.5% of the remaining cash in IGTA’s Trust Account, capped at $2,250,000 is being amended to EF Hutton receiving 50,000 Shares at the Closing.

SUBSEQUENT EVENT – 10/7/24 – LINK

  • On October 1, 2024, AgileAlgo, IGTA and Merger Sub entered into a Standby Equity Purchase Agreement with YA II PN, Ltd.
    • The SEPA contemplates purchase by the Investor of up to $30 million in aggregate gross purchase price for newly issued shares of the Company common stock.
    • The purchase price for the Advance Shares shall be the price per Advance Share obtained by multiplying the Market Price by 96% in respect of an Advance Notice delivered by the Company,

EXTENSION – 6/10/24 – LINK

  • The SPAC approved the extension from June 13, 2024 to December 13, 2024.
    • 1,686,707 shares were redeemed at the meeting
    • $50K per month contribution will be made into the trust account.

TRANSACTION

  • As per the Business Combination Agreement, IGTA will first merge with its new subsidiary, IGTA Merger Sub Limited, a British Virgin Islands company, which will continue to exist post-merger.
    • Following this, the surviving entity will acquire 88.3% of AgileAlgo’s outstanding shares, held by the initial and any subsequent parties to the agreement, in exchange for PubCo’s ordinary shares, completing the business combination process.
  • It is currently anticipated that the transaction will close in the first quarter of 2024, but in no event later than June 13, 2024.

SPAC FUNDING

  • To be determined.

EARNOUT

  • Company
    • 12.5% of the Exchange Consideration, or $20 million if all AgileAlgo shareholders become Sellers, will be held in escrow as “Earnout Shares,” vesting if the combined company’s revenues from Q4 2024 to Q2 2025 meet or exceed $15 million.
      • All Earnout Shares will be forfeited if revenues don’t surpass $7.5 million.

LOCK-UP

  • Company:
    • The Company agreed not to sell or transfer any of their shares until the date that is 180 days after the date of the Closing.
  • Sponsor:
    • The Sponsor agreed not to sell or transfer any of their shares until the earlier of:
      • (i) the date that is 180 days after the date of the Closing, or
      • (ii) if the last sale price of the common stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing.

NOTABLE CONDITIONS TO CLOSING

  • The combined company 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.

NOTABLE CONDITIONS TO 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 June 13, 2024 (the “Outside Date”).
  • On 6/21/24, the Outside Date was extended to November 30, 2024. – Link
  • On 12/16/24, the Outside Date was extended to March 31, 2025. – Link

ADVISORS

  • Company
    • Ellenoff Grossman & Schole LLP is serving as legal.
    • Porche Capital Ltd is acting as a business advisor.
  • SPAC
    • Loeb & Loeb LLP is serving as legal advisor.

EXTENSION – 9/11/23 – LINK

  • The SPAC approved the extension from September 13, 2023 to June 13, 2024.
    • 1,525,745 shares were redeemed at the meeting
    • $100K per month contribution will be made into the trust account.

LETTER OF INTENT – 6/12/23 – LINK

  • Inception Growth Acquisition Limited, a special purpose acquisition company, and AgileAlgo Pte Ltd., a creator of enterprise-grade natural language code generators, have signed a binding letter of intent for a potential business combination.

EXTENSION – 3/15/23 – LINK

  • The SPAC approved the extension from March 13, 2023 to September 13, 2023
    • 5,873,364 shares were redeemed at the meeting
    • No contribution will be made into the trust account.

SUBSEQUENT EVENT – 3/9/23 – LINK

  • The SPAC entered into a non-redemption agreement with Soul Venture Partners LLC in exchange for them agreeing not to redeem an aggregate of 1,200,000 shares
    • The Sponsor will transfer 360,000 Class B shares to the non-redeeming shareholders

SUBSEQUENT EVENT – 3/8/23 – LINK

  • The SPAC entered into a non-redemption agreement with Soul Venture Partners LLC in exchange for them agreeing not to redeem an aggregate of 2,100,000 shares
    • The Sponsor will transfer 630,000 Class B shares to the non-redeeming shareholders
  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 625,000 shares
    • The Sponsor will transfer 187,500 Class B shares to the non-redeeming shareholders

SUBSEQUENT EVENT – 3/6/23 – LINK

  • The SPAC entered into a non-redemption agreement with several unaffiliated third parties in exchange for them agreeing not to redeem an aggregate of 400,000 shares
    • The Sponsor will transfer 120,000 Class B shares to the non-redeeming shareholders

MANAGEMENT & BOARD


Executive Officers

Paige E. Craig, 46 [Resigned 2-17-23]
Chief Executive Officer and Chairman of the Board

Mr. Craig is an experienced angel investor who has invested in over 110 start-ups in the last 7 years. Some of his early investments include some of the most innovative and well-known technology companies such as Lyft, Wish, Postmates, Angellist, Twitter, Classpass and more. His experience and expertise led him to be on the management team for three firms at the same time. He has been serving as founding partner for Outlander Lab since June 2020, as managing partner at Arena Ventures since January 2015 and founder of Mayhaw Capital since February 2019. As managing partner of Arena Ventures, Mr. Craig oversees early-stage investments into software startups in the leading tech hubs in the United States including San Francisco, New York and Los Angeles. Mr. Craig started his career in the US Marine Corps and Intelligence Community, from October 1995 to October 2003. He then boot-strapped his company, The Lincoln Group, which is a private military company with the vision to design and operate private military and intelligence capabilities. After scaling the business, he sold the company to Constellis in December 2013. Mr. Craig has a successful track record in building and expanding leading technology companies. He is also a recognized expert in sourcing, vetting, completing due diligence and scaling up portfolio companies, which would be an invaluable resource to the management team. Mr. Craig earned his MBA from the National University in June 1999 and received his Bachelor of Science in management information systems in June 1997 from the University of Maryland. Prior to that, he attended the United States Military Academy at West Point. As an army cadet, he studied Mandarin Chinese and political science and joined the Marine Corps in October 1995.


Cheuk Hang Chow [Appointed 2-17-23]
Chief Executive Officer and Chairman of the Board

Cheuk Hang Chow has almost a decade of C-suite leadership and business development experience in several industries including technology, media and entertainment. From January 2022 to November 2022, Mr. Chow was the CEO of MetaOne Limited, a non-fungible token (NFT) asset management platform based in Asia. Prior to that, from August 2015 to December 2021, he served as CEO to China Creative Digital Entertainment Limited (formerly HMV Digital China Group), an investment holding company principally engaged in media and entertainment businesses in East Asia. Concurrently, from December 2016 to September 2021, Mr. Chow was also Chief Financial Officer (CFO) and Executive Director to China Food and Beverage Group Limited (HKG:8272), an investment holding company principally engaged in operating restaurant businesses in Hong Kong. Apart from these roles, he has also served as an independent non-executive director to game developer and service provider company ME2ZEN Limited (950190.KQ) from February 2019 to January 2021, and to China Food and Beverage Group Limited (HKG:8272) from December 2016 to December 2021. From September 2010 to December 2013, Mr. Chow worked as a finance manager in AV Concept Holdings Limited, a leading marketing and distribution company for semiconductors and electronic components, and before that, from February 2009 to September 2010, he was with financial and public relations consultancy Wonderful Sky Financial Group (01260.HK) as an Investor Relations associate. He started his career in Risk Advisory at KPMG from December 2007. Mr. Chow earned his Bachelor of Engineering degree from the University of Hong Kong in August 2007.


Felix Yun Pun Wong, 55
Chief Financial Officer and Director

Mr. Wong has years of executive experience with multiple leadership positions and a track record in helping private companies enter the public market. He has been the principal of Ascent Partners Advisory Service Limited, a finance advisory firm, since March 2020. From November 2017 to December 2020, Mr. Wong held the position of chief financial officer at Tottenham Acquisition I Limited, a publicly listed special purpose acquisition corporation (NASDAQ: TOTA), which merged with Clene Nanomedicine Inc. (NASDAQ: CLNN) in December 2020. From August 2015 to September 2017, he has served as chief financial officer at Raytron Technologies Limited, a leading Chinese national high-tech enterprise. His main responsibilities include overseeing the financial functions of the firm, assisting in establishing corporate ventures for investment, and working on deal origination of new businesses in the corporate group. Prior to that, he was chief financial officer and executive director of Tsing Capital from January 2012 to July 2015, where he managed four funds with a total investment amount of US$600 million and focused on environmental and clean technology investments. Mr. Wong also served as senior director and chief financial officer of Spring Capital, a US$250 million fund, from October 2008 until June 2011. Additionally, Mr. Wong was the chief financial officer of Natixis Private Equity Asia from November 2006 till October 2008 and an associate director of JAFCO Asia from March 2002 to October 2006. Mr. Wong was a finance manager for Icon Medialab from July 2000 to December 2001, a senior finance manager of Nielsen from August 1998 to July 2000, Planning-Free Shopper from April 1992 to August 1998 and an auditor at PricewaterhouseCoopers from August 1989 until March 2000. Mr. Wong earned his Masters of Business degree in 2003 from Curtin University in Australia and a Professional Diploma in Company Secretaryship and Administration from the Hong Kong Polytechnic University in 1989.


Board of Directors

Matthew C. Hong, 48 [Resigned 2-17-23]
Director

Since April 2020, Mr. Hong has been providing business advisory services through his entity SLO 83, LLC. From May 2008 to June 2019, Mr. Hong held multiple executive positions, including vice president, senior vice president, executive vice president, and the chief operating officer at Turner Sports, a subsidiary of AT&T’s WarnerMedia which focuses on sports broadcasting. During his tenure at Turner Sports, he was responsible for day-to-day operations of the company including an extensive programming portfolio which included the NBA, NCAA March Madness, MLB, the PGA Championship, ELEAGUE esports, and UEFA Champions League and Europa League on TNT, TBS, and truTV. Prior to that, Mr. Hong was the vice president & general manager of Interactive Media at Thomson Gale, an educational publishing company, from January 2006 to May 2008. From November 1999 to January 2006, Mr. Hong served in progressing roles at AOL, an American web portal and online service provider, where he architected a multi-billion-dollar partnership with Google including a 3% pre-IPO equity stake. In addition, Mr. Hong is also an independent director of Advocado, a cross-platform advertising technology company. Mr. Hong and his wife are minority owners of the Washington Spirit, an American women’s professional soccer club. Mr. Hong’s expertise, network, and knowledge in the technology, consumer, sports, and media industries will be highly valued whilst we screen for target companies in these sectors. Mr. Hong earned his Juris Doctor degree from Harvard Law School and a Bachelor of Arts in Economics from North Carolina State University.


Michael Lawrence Coyne [Appointed 2-17-23]
Independent Director

Michael Lawrence Coyne has 8 years of extensive capitals markets, business development, and deal origination experience. Since January 2023, Mr. Coyne has been serving as a Principal and Head of Capital Markets in the financial advisory firm Benjamin Securities. From February 2018 to January 2023, Mr. Coyne was a partner and Head of Capital Markets at Ingalls & Snyder, LLC, an investment advisory firm. From August 2015 to February 2018, Mr. Coyne served as Vice President and Head of Equity Syndicate of Capital Integration Systems LLC, an online financial services platform based in New York. Prior to that, in March 2015, he began his career in financial services at the Blackstone Group, as a private wealth management intern. Concurrently, from February 2012 to July 2019, Mr. Coyne served as 1st Lieutenant, executive Officer, task force officer-in-charge and platoon leader and operations officer of the Army National Guard and the U.S. Army. Mr. Coyne passed the Financial Industry Regulatory Authority (FINRA) Series 7, 63, 24, 79 examination and obtained a Securities Industry Essentials (SIE) license in September 2, 2015; January 25, 2016; September 24, 2018; August 22, 2018 and October 1, 2018, respectively. Mr. Coyne obtained a bachelor of arts degree in political science and international affairs from Northeastern University and a master of business administration degree from Leonard N. Stern School of Business, New York University in 2011 and 2019, respectively.


Albert Chang, 33
Director

Mr. Chang has been serving as the vice president at Insight Soul Partners, a technology venture fund, since June 2020. Prior to 2020, he served as the vice president at Kenetic Capital, a blockchain venture capital investment firm, from October 2017 to December 2018. He led the seed investment into BlockFi, a leading financial services company in the blockchain space. Prior to this role, Mr. Chang served as an analyst at Pacific Century Group, from March 2014 to October 2017, where he helped manage corporate finance, venture investment and mergers and acquisitions. He executed the series D investment in Tokopedia, one of Indonesia’s leading e-commerce marketplaces on behalf of Pacific Century Group. He was a strategic development analyst at PCCW Solutions, a leading IT services company in Hong Kong and mainland China, during April 2012 to August 2014, before taking on the position as an M&A analyst at PCCW Corporate, a company focused on technology, media & telecommunications (TMT), from August 2012 to March 2014. Mr. Chang graduated from Imperial College Business School with a Master in International Health Management in 2010, and received his Bachelor in Psychology from the University of Warwick in 2009.


Stephen Man Tak Suen, 48
Director

Mr. Suen has been practicing law as a Barrister-at-law in Hong Kong since February 2013, specializing in law relating to securities, futures, listing rules, market misconduct, regulatory and white-collar crime matters. Mr. Suen is currently serving as an independent non-executive director of three companies listed on the Hong Kong Stock Exchange namely, Sino-Ocean Group Holding Limited (HKEX: 3377), an investment holding company which engages in property development and investment since December 2015, Zijin Mining Group Company Limited (HKEX: 2899), a multinational mining company since December 2019, and China JinMao Holdings Group Limited (HKEX: 0817), a subsidiary of state-owned Sinochem Corporation that specializes in real estate development since August 2007. Mr. Suen has a strong financial and regulatory background. From July 1989 to March 2007, he was a director in the enforcement division of Hong Kong Securities and Futures Commission. He is a member of the Hong Kong Securities and Investment Institute (HKSI) and Hong Kong Institute of Certified Public Accountants (HKICPA). Mr. Suen obtained a postgraduate certificate in laws from City University of Hong Kong in July 2011, a Juris Doctor degree from the City University of Hong Kong in July 2010, and a Master of Accountancy from Charles Sturt University in September 1996.