Material Agreement Form 8 K

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"). IGTA before the closing of the Business Combination, and Pubco after the closing of the Business Combination, are referred to as the "Company." 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.

On October 1, 2024, AgileAlgo, IGTA and Merger Sub entered into a Standby Equity Purchase Agreement (the "SEPA") with YA II PN, Ltd. (the "Investor").

Pre-Paid Advances

Subject to the satisfaction of the conditions set forth in the SEPA, the Investor shall advance to the Company the principal amount of $3,000,000 (the "Pre-Paid Advance"), which shall be evidenced by convertible promissory notes in the form attached thereto (each a "Promissory Note"), which is also attached to this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference. The first Pre-Paid Advance shall be in a principal amount of $2,000,000 and advanced upon the date of closing of the Business Combination, and the second Pre-Paid Advance shall be in a principal amount of $1,000,000 and advanced on the second trading day after the initial registration statement filed pursuant to the Registration Rights Agreement (as defined below) becomes effective and the required shareholder approval has been obtained. At each closing of the Pre-Advance Closing, the Investor shall advance to the Company the principal amount of the Pre-Paid Advance, less a discount in the amount equal to 8% of the principal amount of the Pre-Paid Advance netted from the purchase price due and structured as an original issue discount, in immediately available funds to an account designated by the Company in writing, and the Company shall deliver the Promissory Note having a principal amount equal to the full amount of such Pre-Paid Advance, duly executed on behalf of the Company.

Advances

Moreover, upon the closing of the Business Combination, the Company has the right, but not the obligation, to issue shares of its common stock pursuant to the SEPA to the Investor ("Advance Shares", and such issuance and sale, an "Advance") and the Investor shall subscribe for and purchase from the Company such Advance Shares, through written notice by the Company to the Investor ("Advance Notice"), provided (i) no balance is outstanding under a Promissory Note, or (ii) if there is a balance outstanding under a Promissory Note, an Amortization Event (as defined in the Promissory Note), has occurred in accordance with and subject to the terms of the SEPA. The Company has the discretion to select the number of Advance Shares, not to exceed the Maximum Advance Amount (as defined below), that it desires to issue and sell to the Investor in each Advance Notice. If any amount remains outstanding under any Promissory Note, without the prior written consent of the Investor, (A) the Company may only (other than with respect to a deemed Advance Notice pursuant to an Investor Notice (described below)) submit an Advance Notice if an Amortization Event has occurred and the obligation of the Company to make monthly prepayments under the Promissory Note has not ceased, and (B) the Investor shall pay the aggregate purchase price owed by the Company from such Advance by offsetting the amount of the Advance Proceeds against an equal amount outstanding under the subject Promissory Note, subject to the terms and conditions of the SEPA.