Private Placement - Form 425

Item 1.01 Entry into a Material Definitive Agreement.

As previously disclosed, on September 12, 2023, Inception Growth Acquisition Limited ("IGTA"), entered into that certain Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the "Business Combination Agreement") with IGTA Merger Sub Limited, a British Virgin Islands company and wholly owned subsidiary of IGTA ("Merger Sub" or "Pubco"), AgileAlgo Holdings Ltd., a British Virgin Islands company ("AgileAlgo"), and certain shareholders of AgileAlgo which provides for a business combination between IGTA and AgileAlgo (the "Business Combination"). At the effective time of the Business Combination pursuant to the Business Combination Agreement, IGTA will merge into Pubco, and AgileAlgo will become a subsidiary of Pubco.

Sponsor Loan Conversion Agreement

On October 22, 2024, Inception Growth and Merger Sub entered into a Loan Conversion Agreement (the "Sponsor Loan Conversion Agreement") with Soul Venture Partners LLC (the "Sponsor"), the sponsor in IGTA's initial public offering (the "IPO"), pursuant to which (i) all loans provided by the Sponsor to IGTA to cover various expenses related IGTA's IPO and business combination efforts (some of which were evidenced by certain promissory notes), and (ii) the aggregate amount owed by IGTA to the Sponsor (i.e. monthly fee of $10,000) for administrative services provided from the IPO to the closing of the Business Combination (the "Closing"), shall automatically convert into an aggregate of 240,000 PubCo Ordinary Shares (the "Conversion Shares") upon the Closing.

Satisfaction and Discharge of Indebtedness Agreement

On October 22, 2024, Inception Growth, Merger Sub 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"), 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 IGTA'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 Merger Sub for $500,000 (the "EF Hutton Note"). Merger Sub 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 Standby Equity Purchase Agreement (the "SEPA") with YA II PN, Ltd., as set forth in Section 7.23(d) of the SEPA. After the termination of the Convertible Promissory Notes pursuant to the SEPA, then upon the closing of one or more financings from the sale of any equity, equity derivative or debt instruments of Merger Sub and/or any of its indirect or direct subsidiaries (a "Financing"), Merger Sub and/or its legal successor shall be responsible to wire or cause to be wired fifteen percent (15%) of the generated aggregate gross proceeds to the bank account of Holder (pursuant to the wire instructions provided by Holder in writing to the Company) as a required payment (or payments) towards this Note, and such wires in aggregate not exceeding the amount owed under this Note. The EF Hutton Note will be subordinated to all obligations of Merger Sub under the SEPA and related documents. The SEPA is attached as Exhibit 10.1 to the Company's Current Report on Form 8-K, which was filed with the Securities and Exchange Commission on October 7, 2024.