This presentation (together with the oral remarks in connection herewith, the “Presentation”) is for informational purposes only to assist interested parties in making their own evaluation with respect to AgileAlgo Holdings Limited (“AgileAlgo”). On September 12, 2023, AgileAlgo entered into a business combination agreement (the “Business Combination Agreement”) with Inception Growth Acquisition Limited (“IGTA”), IGTA Merger Sub Limited (“PubCo”) and certain shareholders of AgileAlgo in connection with a proposed business combination (the “Business Combination”). The information contained herein does not purport to be all-inclusive and none of AgileAlgo, IGTA, PubCo or their respective representatives or affiliates makes any representation or warranty, express or implied, as to the accuracy, completeness or reliability of the information contained in this Presentation. None of AgileAlgo, IGTA and PubCo has verified, or will verify, any part of this Presentation. The recipient should make its own independent investigations and analyses of AgileAlgo and its own assessment of all information and material provided, or made available, by AgileAlgo, IGTA, PubCo or any of their respective directors, officers, employees, affiliates, agents, advisors or representatives.
This Presentation is not a prospectus, product disclosure statement or any other offering or disclosure document under any other law. The information contained herein is of a general background nature and does not purport to be exhaustive, all-inclusive or complete. For example, it does not contain all of the information that may be required to make a full analysis of AgileAlgo or the Business Combination, nor does it purport to contain all of the information that an investor may require in evaluating a possible business relationship with AgileAlgo or an investment in AgileAlgo, IGTA or PubCo, nor does it contain all of the information which would be required to be disclosed in a prospectus, product disclosure statement or any other offering or disclosure document under any other law.
This Presentation is not intended to form the basis of any investment decision and there can be no assurance that any transaction will be undertaken or completed in whole or in part. The delivery of this Presentation shall not be taken as any form of commitment on the part of AgileAlgo, IGTA, PubCo or their respective stockholders to proceed with a transaction.
This Presentation and information contained herein constitutes confidential information and is provided to you on the condition that you agree that you will hold it in strict confidence and not reproduce, disclose, forward or distribute it in whole or in part without the prior written consent of AgileAlgo and is intended for the recipient hereof only. By accepting this Presentation, the recipient agrees (i) to maintain the confidentiality of all information that is contained in this Presentation and not already in the public domain and (ii) to return or destroy all copies of this Presentation or portions thereof in its possession upon request.
The information on this Presentation contains certain “forward-looking statements” within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 with respect to the Business Combination. These forward-looking statements generally are identified by the words “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result” and similar expressions, but the absence of these words does not mean that a statement is not forward-looking. Such statements include, but are not limited to, statements regarding the Business Combination, including the anticipated initial enterprise value, the benefits of the Business Combination, integration plans, anticipated future financial and operating performance and results, including estimates for growth, and the expected timing of the Business Combination. Consequently, you should not rely on these forward-looking statements as predictions of future events. Many factors could cause actual future events to differ materially from the forward-looking statements on this Presentation, including but not limited to: (i) the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of IGTA’s securities; (ii) the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination Agreement by the stockholders of IGTA; (iii) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (iv) the outcome of any legal proceedings that may be instituted against any of the parties to the Business Combination Agreement following the announcement of the entry into the Business Combination Agreement and the Business Combination; (v) the ability of the parties to recognize the benefits of the Business Combination Agreement and the Business Combination; (vi) the lack of useful financial information for an accurate estimate of future capital expenditures and future revenue; (vii) statements regarding AgileAlgo’s industry and market size; (viii) financial condition and performance of AgileAlgo, including the anticipated benefits, the implied enterprise value, the expected financial impacts of the Business Combination, potential level of redemptions of IGTA’s public stockholders, the financial condition, liquidity, results of operations, the products, the expected future performance and market opportunities of AgileAlgo; (ix) the impact from future regulatory, judicial, and legislative changes in AgileAlgo’s industry; (x) competition from larger technology companies that have greater resources, technology, relationships and/or expertise; and (xi) those factors discussed in IGTA’s filings with the Securities and Exchange Commission (the “SEC”) and that that will be contained in the definitive proxy statement/prospectus relating to the Business Combination. You should carefully consider the foregoing factors and the other risks and uncertainties that will be described in the “Risk Factors” section of the definitive proxy statement/prospectus and other documents to be filed by IGTA from time to time with the SEC. These filings identify and address other important risks and uncertainties that could cause actual events and results to differ materially from those contained in the forward-looking statements. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and while AgileAlgo and IGTA may elect to update these forward-looking statements at some point in the future, they assume no obligation to update or revise these forward-looking statements, whether as a result of new information, future events or otherwise, subject to applicable law. Neither AgileAlgo nor IGTA gives any assurance that AgileAlgo, IGTA, or PubCo, will achieve its expectations.
Nothing in this Presentation should be regarded as a representation by any person that the forward-looking statements set forth herein will be achieved or that any of the contemplated results of such forward-looking statements will be achieved. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made.
AgileAlgo, IGTA and PubCo disclaim any and all liability for any loss or damage (whether foreseeable or not) suffered or incurred by any person or entity as a result of anything contained or omitted from this Presentation and such liability is expressly disclaimed. The recipient agrees that it shall not seek to sue or otherwise hold AgileAlgo, IGTA or any of their respective directors, officers, employees, affiliates, agents, advisors or representatives liable in any respect for the provision of this Presentation, the information contained in this Presentation, or the omission of any information from this Presentation. Only those particular representations and warranties of AgileAlgo or IGTA made in a definitive written agreement regarding the Business Combination (which will not contain any representation or warranty relating to this Presentation) when and if executed, and subject to such limitations and restrictions as specified therein, shall have any legal effect.
Industry and Market Data
This Presentation also contains estimates and other statistical data made by independent parties and by AgileAlgo relating to market size and growth and other data about AgileAlgo’s industry. This data involves a number of assumptions and limitations, and you are cautioned not to give undue weight to such estimates. In addition, projections, assumptions, and estimates of the future performance of the markets in which AgileAlgo operates are necessarily subject to a high degree of uncertainty and risk.
This Presentation contains trademarks, service marks, trade names and copyrights of other companies, which are the property of their respective owners. AgileAlgo’s use thereof does not imply an affiliation with, or endorsement by, the owners of such trademarks, service marks, trade names and copyrights. Solely for convenience, some of the trademarks, service marks, trade names and copyrights referred to in this Presentation may be listed without the TM, SM or symbols, but AgileAlgo will assert, to the fullest extent under applicable law, the rights of the applicable owners to these trademarks, service marks, trade names and copyrights.
The Presentation contains unaudited alternative financial measures are measures of financial performance that are not calculated in accordance with generally accepted accounting principles in the United States (“GAAP”) and should not be considered as replacements or alternatives to net income or loss, cash flow from operations or other measures of operating performance or liquidity of AgileAlgo alternative financial measures should be viewed in addition to, and not as a substitute for, analysis of AgileAlgo’s results reported in accordance with GAAP or otherwise. Notwithstanding these limitations, and in conjunction with other accounting and financial information available, AgileAlgo’s management considers the alternative financial measures contained in this presentation reasonable indicators for comparisons between AgileAlgo and AgileAlgo’s principal competitors on the market. These alternative financial measures are used by market participants for comparative analysis, albeit with certain limitations as analytical tools, of the results of businesses in the sector and as indicators of AgileAlgo’s capacity to generate cash flows. Nevertheless, alternative financial measures do not have any standardized meaning and therefore may not be comparable to similar measures presented by other companies.
In connection with the Business Combination, the parties intend to file with the SEC a registration statement on Form S-4 containing a preliminary proxy statement of IGTA and a preliminary prospectus of PubCo (the “proxy statement/prospectus”), and after the registration statement is declared effective, IGTA will mail a definitive proxy statement/prospectus relating to the Business Combination to its stockholders. This Presentation does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. IGTA may also file other relevant documents regarding the Business Combination with the SEC. THIS PRESENTATION DOES NOT CONTAIN ALL THE INFORMATION THAT SHOULD BE CONSIDERED CONCERNING THE BUSINESS COMBINATION AND IS NOT INTENDED TO FORM THE BASIS OF ANY INVESTMENT DECISION OR ANY OTHER DECISION IN RESPECT OF THE BUSINESS COMBINATION. BEFORE MAKING ANY VOTING OR INVESTMENT DECISION, INVESTORS AND SECURITY HOLDERS OF IGTA ARE URGED TO READ THE REGISTRATION STATEMENT ON FORM S-4, THE DEFINITIVE PROXY STATEMENT/PROSPECTUS AND ALL OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC IN CONNECTION WITH THE BUSINESS COMBINATION AS THEY BECOME AVAILABLE, INCLUDING ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT THE BUSINESS COMBINATION.
Investors and security holders may obtain free copies of the proxy statement/prospectus (if and when available) and other documents that are filed or will be filed with the SEC by IGTA through the website maintained by the SEC at www.sec.gov. Copies of the documents filed with the SEC by IGTA will be available free of charge at: Inception Growth Acquisition Limited, 875 Washington Street, New York, NY 10014, attention: Mr. Cheuk Hang Chow, Chief Executive Officer.
Participants in Solicitation
IGTA and AgileAlgo, and their respective directors and executive officers, may be deemed participants in the solicitation of proxies from IGTA’s stockholders in respect of the Business Combination. IGTA’s stockholders and other interested persons may obtain more detailed information about the names and interests of these directors and officers in IGTA’s registration statement on Form S-4, which includes a proxy statement/prospectus, when it is filed with the SEC. Information about IGTA’s directors and executive officers and their ownership of IGTA shares of common stock is set forth in IGTA’s 10-K, filed with the SEC on April 14, 2023. These documents can be obtained free of charge from the sources specified above and at the SEC’s web site at www.sec.gov.
This Presentation does not contain all the information that should be considered concerning the Business Combination and is not intended to form the basis of any investment decision or any other decision in respect of the Business Combination. Before making any voting or investment decision, investors and security holders are urged to read the registration statement on Form S-4, the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the Business Combination as they become available because they will contain important information about the Business Combination.
No Offer or Solicitation
This Presentation will not constitute a solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Business Combination. This Presentation will also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor will there be any sale of securities in any states or jurisdictions in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities will be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
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