As filed with the U.S. Securities and Exchange Commission on May 9, 2025.
Registration No. 333-276929
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
AMENDMENT NO. 14
TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
_________________________
IGTA MERGER SUB LIMITED
(Exact name of Registrant as specified in its charter)
_________________________
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British Virgin Islands |
7370 |
Not Applicable |
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(State or other jurisdiction of |
(Primary Standard Industrial |
(I.R.S. Employer |
875 Washington Street
New York, NY 10014
Telephone: (315) 636-6638
(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)
_________________________
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, DE 19711
Tel: (302) 738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
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Copies of communications to:
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Lawrence Venick, Esq. Facsimile: (212) 407-4990 |
Barry I. Grossman, Esq. |
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Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective and after all of the conditions set forth in the Business Combination Agreement are satisfied or waived.
If the securities being registered on this form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer |
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Accelerated filer |
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Non-accelerated filer |
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Smaller reporting company |
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Emerging growth company |
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If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards† provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:
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Exchange Act Rule 13e- 4(i) (Cross- Border Issuer Tender Offer) |
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Exchange Act Rule 14d- 1(d) (Cross- Border Third- Party Tender Offer) |
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† The term “new or revised financial accounting standard” refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.
The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
Item 20. Indemnification of Directors and Officers.
Pursuant to the BVI Business Companies Act 2004 (as amended) and PubCo’s Amended and Restated Memorandum and Articles of Association, PubCo shall indemnify against all expenses, including legal fees, and against all judgments, fines and amounts paid in settlement and reasonably incurred in connection with legal, administrative or investigative proceedings any person who: (a) is or was a party or is threatened to be made a party to any threatened, pending or completed proceedings, whether civil, criminal, administrative or investigative, by reason of the fact that the person is or was a director, an officer or a liquidator of PubCo; or (b) is or was, at the request of PubCo, serving as a director or in any other capacity is or was acting for, another body corporate or a partnership, joint venture, trust or other enterprise. This indemnification does not apply to a person unless the person acted honestly and in good faith and in what he believed to be the best interests of PubCo and, in the case of criminal proceedings, the person had no reasonable cause to believe that his conduct was unlawful.
Under PubCo’s Amended and Restated Memorandum and Articles of Association, termination of any proceedings by any judgment, order, settlement, conviction or the entering of a nolle prosequi does not, by itself, create a presumption that the person did not act honestly and in good faith and with a view to the best interests of PubCo or that the person had reasonable cause to believe that his conduct was unlawful.
Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. A form of indemnification agreement is filed as Exhibit 10.22 hereto.
Item 21. Exhibits and Financial Statement Schedules.
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Exhibit |
Description |
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2.1+† |
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2.2+† |
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2.3+ |
Amendment No. 1 to Business Combination Agreement, dated as of June 20, 2024 |
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2.4+ |
Amendment No. 2 to Business Combination Agreement, dated as of December 16, 2024 |
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2.5+ |
Amendment No. 3 to Business Combination Agreement, dated as of March 27, 2025 |
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2.6+ |
Amendment No. 4 to Business Combination Agreement, dated as of May 6, 2025 |
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3.1+ |
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3.2+ |
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3.3+ |
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3.4+ |
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3.5+ |
Form of Fourth Amendment to the Certificate of Incorporation of Inception Growth |
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3.6+ |
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3.7+ |
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3.8+ |
Amended and Restated Memorandum and Articles of Association of PubCo |
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4.1+ |
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4.2+ |
II-1
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Exhibit |
Description |
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4.3+ |
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4.4+ |
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4.5+ |
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4.6+ |
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4.7+ |
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5.1 |
Form of Opinion of Ogier as to Validity of PubCo Ordinary Shares |
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8.1+ |
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10.1+ |
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10.2+ |
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10.3+ |
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10.4+ |
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10.5+ |
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10.6+ |
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10.7+ |
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10.8+ |
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10.9+ |
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10.10+ |
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10.11+ |
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10.12+ |
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10.13+ |
II-2
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Exhibit |
Description |
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10.14+ |
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10.15+ |
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10.16+ |
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10.17+ |
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10.18+ |
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10.19+ |
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10.20+ |
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10.21+ |
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10.22+ |
Form of Indemnification Agreement between PubCo and PubCo’s directors |
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10.23+# |
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10.24+ |
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10.25+ |
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10.26+ |
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10.27+ |
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10.28+ |
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10.29+ |
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10.30+ |
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10.31+ |
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10.32#+ |
Employment Agreement between AgileAlgo Pte. Ltd. and Tay Yee Paa Tony, dated June 14, 2022 |
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10.33#+ |
Employment Agreement between AgileAlgo Pte. Ltd. and Lee Wei Chiang Francis, dated June 2, 2023 |
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10.34#+ |
Form of Employment Agreement between PubCo and Tay Yee Paa Tony |
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10.35#+ |
Form of Employment Agreement between PubCo and Lee Wei Chiang Francis |
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10.36+ |
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10.37+ |
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16.1+ |
II-3
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Exhibit |
Description |
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16.2+ |
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23.1+ |
Consent of PKF Littlejohn LLP in respect of AgileAlgo’s financial statements |
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23.2+ |
Consent of Adeptus Partners, LLC in respect of Inception Growth’s financial statements |
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23.3+ |
Consents of Adeptus Partners, LLC in respect of IGTA Merger Sub Limited’s financial statements |
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23.4 |
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23.5+ |
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99.1+ |
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99.2+ |
Consent of Lee Wei Chiang Francis (PubCo’s director nominee) |
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99.3+ |
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99.4+ |
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99.5+ |
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99.6+ |
Form of Proxy for Special Meeting of Stockholders of Inception Growth |
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99.7+ |
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107+ |
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+ Previously filed and incorporated by reference.
† Portion of this exhibit has been omitted in accordance with Item 601(b)(10)(iv) of Regulation S-K.
# Indicates management contract or compensatory plan or arrangement.
Item 22. Undertakings
A. PubCo hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(4) To file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A of Form 20-F at the start of any delayed offering or throughout a continuous offering.
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(5) For purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
B. PubCo hereby undertakes:
(1) that prior to any public reoffering of the securities registered hereunder through use of a prospectus which is a part of this registration statement, by any person or party who is deemed to be an underwriter within the meaning of Rule 145(c), that such reoffering prospectus will contain the information called for by the applicable registration form with respect to reofferings by persons who may be deemed underwriters, in addition to the information called for by the other items of the applicable form.
(2) that every prospectus: (i) that is filed pursuant to paragraph (1) immediately preceding, or (ii) that purports to meet the requirements of Section 10(a)(3) of the Act and is used in connection with an offering of securities subject to Rule 415, will be filed as a part of an amendment to the registration statement and will not be used until such amendment is effective, and that, for purposes of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
D. The undersigned registrant hereby undertakes (i) to respond to requests for information that is incorporated by reference into the prospectus pursuant to Items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.
E. The undersigned registrant hereby undertakes to supply by means of a post-effective amendment all information concerning a transaction and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, on the 9th day of May, 2025.
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IGTA Merger Sub Limited |
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By: |
/s/ Cheuk Hang Chow |
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Name: |
Cheuk Hang Chow |
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Title: |
Director |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following person on the 9th day of May, 2025 in the capacities indicated.
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Name |
Title |
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/s/ Cheuk Hang Chow |
Director |
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Cheuk Hang Chow |
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