Item 7.01 Regulation FD Disclosure.
On June 12, 2023, Inception
Growth Acquisition Limited (“Inception Growth” or the “Company”) issued a press release announcing that it has
entered into a binding letter of intent (“LOI”) for a business combination with AgileAlgo Pte Ltd. (“AgileAlgo”).
AgileAlgo is a maker of enterprise-grade natural language code generator for machine-learning and data management platforms. It utilizes
Generative-Artificial Intelligence (“AI”) techniques to automate AI codes development and scaling to other technology stacks.
AgileAlgo intends to grow and acquire IT consulting practices as well as work with large-scale project owners to drive down complexity,
time and cost of producing software scripts and code, ultimately transforming the global workforce which is now still heavily reliant
on offshoring costs and capability. Porche Capital Ltd is acting as AgileAlgo’s business advisor in the proposed business combination.
Under the terms of the LOI,
Inception Growth and AgileAlgo would become a combined entity, with AgileAlgo’s existing equity holders rolling 100% of their equity
into the combined public company. Inception Growth expects to announce additional details regarding the proposed business combination
when a definitive merger agreement is executed.
Completion of a business
combination with AgileAlgo is subject to, among other matters, the completion of due diligence, the negotiation of a definitive agreement
providing for the transaction, satisfaction of the conditions negotiated therein and approval of the transaction by the board and shareholders
of both Inception Growth and AgileAlgo. There can be no assurance that a definitive agreement will be entered into or that the proposed
transaction will be consummated on the terms or timeframe currently contemplated, or at all.
The press release is attached
as Exhibit 99.1 hereto and is incorporated herein by reference.
The information in this Current
Report on Form 8-K furnished pursuant to Item 7.01, including Exhibits 99.1, shall not be deemed to be “filed” for the purposes
of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to liability under
that section, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the
Exchange Act, except as shall be expressly set forth by specific reference in such filing. By filing this Current Report on Form 8-K and
furnishing this information pursuant to Item 7.01, the Company makes no admission as to the materiality of any information in this Current
Report on Form 8-K, including Exhibits 99.1, that is required to be disclosed solely by Regulation FD.
Additional Information and Where to Find It
If a legally binding definitive
agreement with respect to the proposed business combination is executed, Inception Growth intends to file with the U.S. Securities and
Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a preliminary proxy statement/prospectus
(a “Proxy Statement/Prospectus”). A definitive Proxy Statement/Prospectus will be mailed to Inception Growth’s stockholders
as of a record date to be established for voting on the proposed business combination. Inception Growth may also file other relevant
documents regarding the proposed business combination with the SEC. Stockholders will also be able to obtain copies of the registration
statement and the preliminary and definitive Proxy Statement/Prospectus (if and when available) and all other relevant documents
that are filed or that will be filed with the SEC by Inception Growth, without charge, at the SEC’s website at www.sec.gov or by
directing a request to: Inception Growth Acquisition Limited, 875 Washington Street, New York, NY 10014.
This communication may be
deemed to be offering or solicitation material in respect of the proposed business combination, which will be submitted to the shareholders
of Inception Growth for their consideration. Inception Growth urges investors, shareholders and other interested persons to carefully
read, when available, the preliminary and definitive Proxy Statement/Prospectus as well as other documents filed or that will be
filed with the SEC (including any amendments or supplements to the Proxy Statement/Prospectus, as applicable), in each case, before
making any investment or voting decision with respect to the proposed business combination, because these documents will contain important
information about Inception Growth, AgileAlgo, and the proposed business combination.
No Offer or Solicitation
This release shall not constitute
an offer to sell, or a solicitation of an offer to buy, or a recommendation to purchase, any securities in any jurisdiction, or the solicitation
of any vote, consent or approval in any jurisdiction in respect of the proposed business combination, nor shall there be any sale, issuance
or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlawful under
the laws of such jurisdiction. This release does not constitute either advice or a recommendation regarding any securities. No offering
of securities shall be made except by means of a prospectus meeting the requirements of the Securities Act of 1933, as amended, or an
exemption therefrom.
Forward-Looking Statements
The disclosure herein includes
certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as
“believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “project,” “forecast,”
“predict,” “potential,” “seem,” “seek,” “future,” “outlook,” and
similar expressions that predict or indicate future events or trends or that are not statements of historical matters, but the absence
of these words does not mean that a statement is not forward looking. These forward-looking statements include, but are not limited to,
(1) statements regarding estimates and forecasts of other financial, performance and operational metrics and projections of market opportunity;
(2) references with respect to the anticipated benefits of the proposed business combination and the projected future financial performance
of AgileAlgo following the proposed business combination; (3) changes in the market for AgileAlgo’s services and technology, and
expansion plans and opportunities; (4) AgileAlgo’s unit economics; (5) the sources and uses of cash of the proposed business combination;
(6) the anticipated capitalization and enterprise value of the combined company following the consummation of the proposed business combination;
(7) the projected technological developments of AgileAlgo, (8) current and future potential commercial and customer relationships; (9)
the ability to operate efficiently at scale; (10) anticipated investments in capital resources and research and development, and the effect
of these investments; (11) the amount of redemption requests made by Inception Growth’s public shareholders; (12) the ability of
the combined company to issue equity or equity-linked securities in the future; and (13) expectations related to the terms and timing
of the proposed business combination . These statements are based on various assumptions, whether or not identified in this release, and
on the current expectations of Inception Growth’s and AgileAlgo’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
AgileAlgo. These forward-looking statements are subject to a number of risks and uncertainties, as set forth in the section entitled “Risk
Factors” and “Cautionary Note Regarding Forward-Looking Statements” in Inception Growth’s final prospectus dated
December 8, 2021 in respect of its initial public offering, filed with the U.S. Securities and Exchange Commission (the “SEC”),
and in those documents that Inception Growth has filed, or will file, with the SEC. If any of these risks materialize or our assumptions
prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. The risks and uncertainties
above are not exhaustive, and there may be additional risks that neither Inception Growth nor AgileAlgo presently know or that Inception
Growth and AgileAlgo currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking
statements. In addition, forward looking statements reflect Inception Growth’s and AgileAlgo’s expectations, plans or forecasts
of future events and views as of the date of this report. Inception Growth and AgileAlgo anticipate that subsequent events and developments
will cause Inception Growth’s and AgileAlgo’s assessments to change. However, while Inception Growth and AgileAlgo may elect
to update these forward-looking statements at some point in the future, Inception Growth and AgileAlgo specifically disclaim any obligation
to do so. These forward-looking statements should not be relied upon as representing Inception Growth’s and AgileAlgo’s assessments
as of any date subsequent to the date of this release. Accordingly, undue reliance should not be placed upon the forward-looking statements.
