If You Invested in INCEPTION GROWTH ACQUSTN LTD (IGTA)

Inception Growth Acquisition Limited (IGTA) is a publicly traded special purpose acquisition company (SPAC) and blank check company in the financial services sector. According to its public disclosures, the company is incorporated under the laws of Delaware and its stated business purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination with one or more businesses or entities.

IGTA’s securities, including its common stock, units, redeemable warrants and rights, are registered for trading, and recent SEC filings indicate that these securities trade on the OTC Markets Group under the symbols IGTA, IGTAU, IGTAW and IGTAR. The company has established a trust account in connection with its initial public offering, and that trust account is central to its capital structure and business combination process.

Business purpose and SPAC structure

As a blank check company, Inception Growth Acquisition Limited does not operate an ongoing commercial business. Instead, it raises capital from investors with the intention of identifying and completing a business combination with an operating company. Its public statements describe a broad mandate to pursue a merger or similar transaction with one or more businesses or entities, rather than a narrow industry focus.

The company’s trust account, created at the time of its IPO, holds funds raised from public investors. Extensions of the deadline to complete a business combination have required deposits into this trust account. For example, company communications describe stockholder-approved amendments to its amended and restated certificate of incorporation and to its investment management trust agreement, allowing IGTA to extend the date on which it must commence liquidating the trust account by making specified per-share deposits for each extension period.

Extensions and time frame for business combination

IGTA has repeatedly sought and obtained stockholder approval to extend the period in which it may complete a business combination. Proxy and current reports describe a series of amendments to its charter and trust agreement, allowing multiple one‑month extensions beyond the original termination date tied to its IPO. These approvals have enabled the company to move its outside date for completing a business combination from earlier deadlines to later ones, most recently to February 13, 2026, subject to monthly extensions funded by deposits into the trust account.

Current reports on Form 8‑K detail deposits made into the trust account to effect these extensions. For example, filings describe deposits made in October, November and December 2025 and January 2026 to extend the time available to complete a business combination by one month on each occasion. The stated purpose of these extensions is to provide additional time for the company to complete a business combination.

Trading venue and delisting from Nasdaq

IGTA’s definitive proxy materials explain that its units, common stock, rights and warrants were originally listed on Nasdaq following its IPO. Those materials also state that Nasdaq IM‑5101‑2 requires SPACs to complete a business combination within a specified period from the effectiveness of their IPO registration statement. IGTA disclosed that it did not complete an initial business combination by the deadline in that rule and received a notice from Nasdaq in December 2024 indicating that its securities were subject to delisting.

The company further disclosed that it did not appeal Nasdaq’s determination. As a result, its securities were suspended from trading on Nasdaq and commenced trading on the OTC Markets at the opening of business on December 17, 2024, under their prior Nasdaq trading symbols. Subsequent SEC filings confirm that IGTA’s common stock, units, warrants and rights are registered for trading on OTC Markets Group, Inc.

Proposed business combination with AgileAlgo

Public news releases and SEC‑related communications describe IGTA’s efforts to complete a business combination with AgileAlgo Holdings Limited, a British Virgin Islands business company that, through its Singapore‑based subsidiary AgileAlgo Pte Ltd., develops enterprise‑grade natural language code generators for machine‑learning and data management platforms using Generative AI techniques. IGTA first announced a binding letter of intent for a potential business combination with AgileAlgo Pte Ltd., and later announced the execution of a definitive business combination agreement with AgileAlgo Holdings Limited.

Under the terms described in those announcements, the contemplated transaction involves a redomestication merger in which IGTA would merge with a newly formed British Virgin Islands entity (PubCo), followed by a share exchange in which PubCo would acquire outstanding shares of AgileAlgo from its shareholders in exchange for PubCo ordinary shares. Upon closing, the combined company would be organized in the British Virgin Islands, renamed “Prodigy, Inc.” and expects to list its ordinary shares and warrants on Nasdaq under the symbols “PRGY” and “PRGYW,” respectively. These communications emphasize that completion of the business combination remains subject to conditions such as stockholder approval and regulatory effectiveness of a registration statement on Form S‑4.

Regulatory filings and governance actions

IGTA files periodic and current reports with the U.S. Securities and Exchange Commission. Its filings include notifications of late filing on Form 12b‑25, indicating delays in completing financial statements for a quarterly report and an intention to file within the permitted extension period. The company’s Form 8‑K filings detail material events such as amendments to its charter and trust agreement, stockholder meeting results, trust account deposits for extensions, and other events related to its business combination timeline.

Definitive proxy statements provide additional context on the company’s governance actions. They describe prior stockholder meetings in which investors approved multiple extensions of the business combination deadline and corresponding amendments to the trust agreement. These documents also discuss redemption rights for public stockholders, including the ability to redeem shares for a pro rata portion of the funds held in the trust account in connection with certain stockholder votes.

IGTA as a shell and blank check company

In its public descriptions, Inception Growth Acquisition Limited consistently identifies itself as a blank check company and a special purpose acquisition company. As such, it is categorized as a shell company in industry classifications. Its value proposition for investors is tied to its ability to identify, negotiate and consummate a business combination with one or more operating businesses, rather than to generate operating revenues on its own.

Because IGTA’s primary assets are the funds held in its trust account and its rights under the business combination agreement with AgileAlgo, its disclosures focus on transaction structure, regulatory approvals, stockholder voting processes and the mechanics of extensions and redemptions. Investors and observers tracking IGTA typically review its SEC filings, proxy materials, and transaction‑related press releases to understand the status of the proposed combination with AgileAlgo and any changes to its business combination timeline.

Key structural features of IGTA’s securities

IGTA’s capital structure includes several classes of securities associated with its SPAC structure. SEC filings describe:

• Units (IGTAU), each consisting of one share of common stock, one‑half of one redeemable warrant, and one right entitling the holder to receive one‑tenth of a share of common stock.
• Common stock (IGTA), par value $0.0001 per share.
• Redeemable warrants (IGTAW), each exercisable for one share of common stock at a specified exercise price.
• Rights (IGTAR), each to receive one‑tenth of one share of common stock.

These securities and their terms are standard features of many SPAC structures and are described in detail in IGTA’s registration statements and subsequent SEC reports. The rights and warrants are designed to provide additional upside potential to investors if a business combination is completed and the combined company performs favorably.

Position within the SPAC and shell company landscape

Within the broader financial services sector, Inception Growth Acquisition Limited operates as a SPAC and shell company focused on executing a business combination. Its disclosures do not limit potential targets to a specific industry, but its executed business combination agreement and related filings show a current focus on combining with AgileAlgo, an AI‑driven enterprise software technology business. For investors and analysts, IGTA represents an example of a SPAC that has moved from initial capital raising and listing, through multiple deadline extensions and a Nasdaq delisting to OTC Markets, into the phase of pursuing and documenting a specific business combination.