Inception Growth Acquisition in an amended proxy filing outlined changes to its merger agreement with AgileAlgo.
Terms call for AgileAlgo investors to receive 14 million new shares at $10 each in exchange for their shares. The SPAC, led by sponsor Soul Ventures Partners, announced the AgileAlgo acquisition last September, initially at an equity value of $160 million.
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.
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 stock 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.
Inception Growth raised $90 million in a December 2021 IPO. As of As of Dec. 31, 2023, there was just over $32 million remaining in trust. Read more.
