IGTA merger with AgileAlgo Holdings Ltd.
AgileAlgo Holdings Ltd. (Singapore)Revenue $0M (FY ended 2024-09-30 (audited actual; $264,957)) as reported.
Announced 12 September 2023.
Structure & dilution
SEC-primary termsThe headline number ignores the shares that did not pay $10 — the founder promote, PIPE stock and warrants. This is the same deal with all equity claims counted.
- Min-cash condition
- $5M
- Exchange ratio
Exchange Consideration Shares = $160,000,000 pre-money equity / $10.00 per PubCo share (16,000,000 shares at 100% participation); IGTA securities convert 1:1 into PubCo securities in the redomesticationmore ▾less ▴
2,000,000 of the 16,000,000 consideration shares ($20M at $10.00) escrowed; vest against >= $15,000,000 consolidated gross revenues over the 3 fiscal quarters beginning 2024-10-01, sliding scale, all forfeited below $7,500,000more ▾less ▴
An effective (post-dilution) figure needs either a stated pro-forma share count or the headline value plus the promote terms; the filings we hold do not yet state enough, and we will not print an estimate built on inventions.
Why headline and effective values differ is covered in headline vs effective deal value, in plain English.
The target: AgileAlgo Holdings Ltd.
from 424B3The business actually being bought — described from SEC primary filings, with projections labelled as projections.
AgileAlgo Holdings Ltd. (BVI holdco incorporated 2023-08-28 for the deal; operating company AgileAlgo Pte. Ltd., Singapore, incorporated December 2019; CEO Tay Yee Paa Tony, with Lee Wei Chiang Francis to be co-CEO and Yeo Eddie Kia Loke CFO of the PubCo) sells a natural-language-to-code 'Virtual System Implementer' platform (ANGEL, marketed on the web as the 'Prodigy Platform': Virtual Data Scientist / Virtual Full-Stack Developer / virtual SAP-and-Salesforce developer roles) plus, since late 2024, an 'ADA' coding-as-a-service line, targeting Singapore public-sector and large-enterprise customers. The financial reality is microscopic against the price: audited FY ended 30-Sep-2024 revenue was $264,957 (up 252% from $75,252; 90% from two contracts; largest contract ever S$200,000) with a net loss of $517,597, going-concern doubt, capital deficiency, and ~$40k/month operating costs - yet the Inception Growth Acquisition Ltd deal values it at up to $160,000,000 ($140M closing = 14,000,000 PubCo shares at $10.00 + $20M earnout), roughly 600x trailing revenue. Signed 2023-09-12, shareholder-APPROVED (DEFM14A/424B3 May 2025), and still unclosed ~3 years after signing after serial Outside-Date extensions (Nov-2024, Mar-2025, May-2025, Jul-2025) and monthly SPAC trust-extension 8-Ks continuing through Jul-2026.
Founded 2019.
A reported actual.
AgileAlgo Holdings Ltd. — every SPAC that has bid for it, and its listed peers
Expensive or cheap?
vs 4 listed peersA price only means something next to what the same kind of business costs on the stock market. This divides what the buyers are paying by what AgileAlgo Holdings Ltd. actually sells, and sets the answer against its closest listed comparables — or says plainly when that cannot be done.
SpacBrain’s read on the price
Priced above its listed peers
The deal values AgileAlgo Holdings Ltd. at $160M, or 603.8× the FY ended 2024-09-30 (audited actual; $264,957) actual revenue it actually reported. That is 142.1× what the market pays for its closest listed peers (median 4.25×) — an expensive price. It is priced above 100% of them.
Announced equity value (net debt unknown).
FY ended 2024-09-30 (audited actual; $264,957) — a reported actual.
603.8× FY ended 2024-09-30 (audited actual; $264,957) actual revenue. Put another way: $1 of its annual sales is being bought for $603.80.
$1 of their sales costs $4.25 on the open market. Median of 4 listed companies we judged a true comparable, which individually run from 3.35× to 9.66×. Their share prices are from 15 August 2026, not today.
What qualifies this number
- The target's cash and debt are not in the filings we have, so this is an equity value used as a stand-in for enterprise value.
- IPO-HOTE, ORKT, GMM have no revenue to divide by, so they are shown but left out of the peer median.
The 7 listed companies it is measured against, and why
- APPN3.35× revenue
Appian - listed low-code enterprise application platform; the established version of 'business requirements to working software without engineers'.
- IPO-HOTEno revenue multiple
Operational comp: Real Estate Services (NEC); shares singapore, developer, pte, ltd, for, company with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- PATH4.23× revenue
UiPath - enterprise automation/agentic-AI platform; benchmarks what automating white-collar delivery work earns at scale.
- ORKTno revenue multiple
Operational comp: Software (NEC); micro-cap ($5m); shares code, coding, enterprise, platform, operating, software with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- AI4.26× revenue
C3.ai - enterprise AI application platform with lumpy, concentrated contracts; a fair analogue for AgileAlgo's project-concentrated revenue model.
- GMMno revenue multiple
Operational comp: Technology Consulting & Outsourcing Services; micro-cap ($50m); shares virtual, reality, ltd, customers, two, service with the target's own description; no forward EV/Sales published — counted as a peer, excluded from the median.
- BBAI9.66× revenue
BigBear.ai - small-cap AI-services de-SPAC; the realistic post-listing trajectory comp for a micro-revenue AI story taken public via SPAC.
Which companies count as comparable is our judgement, written out above so you can disagree with it. The median is what these shares happened to trade at on the date given — not a price anyone is offering for this deal.
Earnout — the contingent shares
Shares that only vest if targets are hit. They are excluded from the effective value above because they are not equity today — but they are dilution waiting on success.
2,000,000 of the 16,000,000 consideration shares ($20M at $10.00) escrowed; vest against >= $15,000,000 consolidated gross revenues over the 3 fiscal quarters beginning 2024-10-01, sliding scale, all forfeited below $7,500,000
Set against the actuals: reported revenue stands at $0M (FY ended 2024-09-30 (audited actual; $264,957)).
In plain English
No floor / floorlessthe cash guarantee is gone — the price is unprotected
A SPAC's downside protection is not the cash in trust; it is your right to demand that cash. Once the redemption window closes, the cash stays with the company and the share can trade anywhere.
Dilutionhow much of the company new shares take from you
Sponsor promote, PIPE shares, warrants and rights all issue stock that did not pay $10 for it. The headline deal value is before that; the effective value is after.
Pro-forma equitywhat the company is valued at once the deal closes
The combined company's equity value assuming the announced terms and the redemptions that have actually happened.
De-SPACthe day the SPAC becomes the real company
The shares stop being a claim on a pot of cash and start being equity in an operating business. Roughly 80% of recent de-SPACs traded below $10 within a year.
Outside datethe contractual long-stop for closing the deal
A deadline between the SPAC and its target, not between the SPAC and you. It confers no right to cash, which is exactly why it must never be counted as a redemption window.