Business Description

IGTA Merger Sub Limited (the “Company”) is formed as a British Virgin Islands exempted company on September 11, 2023, and is deemed as a surviving entity for the purpose of acquiring, engaging in a share exchange, share reconstruction and amalgamation, purchasing all or substantially all of the assets of, entering into contractual arrangements, or engaging in any other similar business combination with one or more businesses or entities (“Business Combination”). The Company’s parent company is Inception Growth Acquisition Limited (“IGTA”), a blank check company formed for the purpose of effecting a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination with one or more businesses or entities, which we refer to as our initial business combination. We are an early stage and emerging growth company and, as such, we all subject to all of the risks associated with early stage and emerging growth companies. We have selected December 31 as our fiscal year end. As of December 31, 2025, we had not yet commenced any operations. We are not presently engaged in, and we will not engage in, any operations for an indefinite period of time until consummation of a business combination. All activities through December 31, 2025 relate to the Company’s formation. We will not generate any operating revenues until after the completion of a Business Combination, at the earliest. Entry into the Business Combination Agreement with AgileAlgo General Description of the Business Combination Agreement On September 12, 2023, the Company entered into that certain business combination agreement (“Business Combination Agreement”) with IGTA, AgileAlgo Holdings Limited, a British Virgin Islands business company (“AgileAlgo Holdings”), and certain shareholders of AgileAlgo (the “Signing Sellers”), and which agreement may also be thereafter executed by each of the other shareholders of AgileAlgo Holdings (together with the Signing Sellers, the “Sellers”) in one or more joinder agreements, (collectively, the “Joinder Agreements”) (such agreement together with the Joinder Agreements, as it may be amended from time to time, the “Business Combination Agreement”), which provides for a business combination between IGTA and AgileAlgo Holdings (the “Business Combination”). Pursuant to the Business Combination Agreement, the Business Combination will be effected in two steps: (i) first the IGTA will merge with and into the Company, with the Company remaining as the surviving publicly traded entity and a British Virgin Islands business company (the “Redomestication Merger”); and (ii) immediately after the Redomestication Merger, the Sellers will exchange their ordinary shares of AgileAlgo Holdings for ordinary shares of the Company. Upon the Redomestication Merger becoming effective, the Company shall pay an aggregate consideration of $160,000,000 (the “Merger Consideration”) to AgileAlgo Holdings’ shareholders, which shall be issued and divided into $10.00 per Ordinary Share of the Company (the “Merger Consideration Shares”). On each of June 20, 2024 and December 16, 2024, the parties to the Business Combination Agreement amended the Business Combination Agreement to extend the outside date required for the Closing to occur until March 31, 2025 (with either party being able to terminate the Business Combination Agreement for passage of such date) and to clarify a condition to Closing regarding PubCo being required to list PubCo Ordinary Shares on Nasdaq. On March 27, 2025, the parties to the Business Combination Agreement entered into an Amendment No. 3 to the Business Combination Agreement (the “Amendment No. 3”). The Amendment No. 3 serves to amend the Business Combination Agreement to extend the Outside Closing Date (as defined in the Business Combination Agreement) to May 31, 2025. The Amendment No. 3 further amends the Business Combination Agreement that the Company may terminate the Business Combination Agreement by giving notice to IGTA if the common stock of IGTA has become delisted from Nasdaq and either the Parent Common Stock is, or the Purchaser Ordinary Shares are, not relisted on Nasdaq or the New York Stock Exchange on or prior to the Outside Closing Date.…