Material Event - 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"). 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.

Also, as previously disclosed in IGTA's Current Report on Form 8-K filed with Securities and Exchange Commission (the "SEC") on October 7, 2024, 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").The SEPA contains a referenced date of November 21, 2024 after which the Investor would have the right, but not the obligation, to terminate the SEPA. In a letter dated November 27, 2024 to IGTA (the "November Letter"), the Investor agreed not to enforce the referenced termination right prior to January 21, 2025.

The foregoing description is qualified in its entirety by the November Letter, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.