Inception Growth Acquisition filed a registration statement and preliminary proxy on its proposed business combination with AgileAlgo Holdings. The target is a British Virgin Islands company that, through its singapore-based subsidiary, AgileAlgo Pte Ltd., is a maker of enterprise-grade natural language code generator for machine-learning and data management platforms.
The SPAC, led by sponsor Soul Ventures Partners, announced the AgileAlgo acquisition last September at an equity value of $160 million.
If approved, upon closing the combined company will be organized in the British Virgin Islands and renamed Prodigy with shares expected to list on the Nasdaq under the ticker symbol PRGY.
In addition to the $160 million consideration, an unspecified number of earnout shares would be subject to vesting — and forfeiture if the consolidated gross revenues of the merged company and its subsidiaries during the three fiscal-quarter periods beginning Oct. 1, 2024 do not equal or exceed $15 million, based on a sliding scale where all of earnout shares will be forfeited if revenues do not exceed $7.5 million.