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SEC Comment Letter 0000000000-25-003823 to IGTA Merger Sub Ltd (PRGY)

IGTA Merger Sub Ltd
Date: April 10, 2025 · CIK: 0001997698 · Accession: 0000000000-25-003823

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File numbers found in text: 333-276929

Date
April 10, 2025
Author
Division of
Form
UPLOAD
Company
IGTA Merger Sub Ltd

Letter

Re: IGTA Merger Sub Limited Amendment No. 11 to Registration Statement on Form S-4 Filed March 28, 2025 File No. 333-276929 Dear Cheuk Hang Chow:

April 10, 2025

Cheuk Hang Chow Chief Executive Officer IGTA Merger Sub Limited 875 Washington Street New York, NY 10014

We have reviewed your amended registration statement and have the following comments.

Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our February 18, 2025 letter.

Amendment No. 11 to Registration Statement on Form S-4 Comparative Per Share Information, page 21

1. You refer to historical book value per share and pro forma combined book value per IGTA share in the opening paragraphs of this disclosure, however, no book value per share information is provided. Please explain or revise to remove this reference. Unaudited Pro Forma Condensed Combined Statements of Operations for the Three Months Ended December 31, 2024, page 179

2. Please tell us why you included a pro forma statement of operations for the three months ended December 31, 2024, or revise to remove. Refer to Rule 11-01(c)(3) of Regulation S-X. Similarly, revise the comparative per share information on page 21 to remove the column for AgileAlgo's per share data for the three months ended April 10, 2025 Page 2

December 31, 2024 and instead include AgileAlgo's per share information for the year ended September 30, 2024. In addition, revise the pro forma columns in such table to reflect the pro forma per share information as per the pro forma statement of operations for the year ended, December 31, 2024. Lastly, opening paragraphs to the pro forma financial statements and the comparative per share data should also be revised to reflect these changes. Notes to Unaudited Pro Forma Condensed Consolidated Financial Information Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance Sheet, page 182

3. We note in response to prior comment 1, you reclassified both IGTA and AgileAlgo's unpaid transaction costs such that they are now reflected as general and administrative expenses in the pro forma statement of operations and accumulated deficit in the pro forma balance sheet. Please explain why you reclassified AgileAlgo's transaction costs. In your response, clarify what is meant by the reference to "these costs" in your response where you indicate these costs will be the SPAC's responsibility. In this regard, specifically address whether the SPAC will pay the settlement costs for both IGTA and AgileAlgo. 4. Please explain why pro forma adjustments (4a), (4b) and (4c) include an adjustment of $1,061 for AgileAlgo ordinary shares or revise as necessary. Executive Compensation of Agile Algo, page 202

5. We note your disclosure that states "Subject to onboarding of five paying clients, each exceeding S$50,000 in annual recurring revenues, AgileAlgo will pay a basic salary of S$60,000 per annum" for Lee Wei Chiang Francis. However, this appears to conflict with the terms of the employment agreement which state Mr. Francis' payout would be S$85,000 for reaching that milestone. Please advise or revise. Security Ownership of Certain Beneficial Owners and Management Prior to the Business Combination, page 206

6. Please revise the footnotes to the table on page 206 to identify the natural person(s) with voting and/or dispositive control over the Inception Growth shares held by AQR Capital Management, LLC/AQR Capital Management Holdings, LLC/AQR Arbitrage, LLC. AgileAlgo Holdings Ltd. Notes to Condensed Consolidated Financial Statements for the Three Months Ended December 31, 2024 and 2023 Note 12. Events After Reporting Period, page F-49

7. Please revise to include a discussion of the amount and terms related to the February and March 2025 shareholder loans with Messers Tay and Lee. In addition, revise to disclose the date through which the subsequent events have been evaluated and whether that date is the date the financial statements were issued or available to be issued. Refer to ASC 850-10-50-1 and 50-2. April 10, 2025 Page 3

Please contact Kathleen Collins at 202-551-3499 if you have questions regarding comments on the financial statements and related matters. Please contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with any other questions.

Sincerely,
Division of
Corporation Finance
Office of Technology
cc: Ted Paraskevas

Show Raw Text
<DOCUMENT>
<TYPE>TEXT-EXTRACT
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<TEXT>
 April 10, 2025

Cheuk Hang Chow
Chief Executive Officer
IGTA Merger Sub Limited
875 Washington Street
New York, NY 10014

 Re: IGTA Merger Sub Limited
 Amendment No. 11 to Registration Statement on Form S-4
 Filed March 28, 2025
 File No. 333-276929
Dear Cheuk Hang Chow:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

 After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our February 18,
2025 letter.

Amendment No. 11 to Registration Statement on Form S-4
Comparative Per Share Information, page 21

1. You refer to historical book value per share and pro forma combined book
value per
 IGTA share in the opening paragraphs of this disclosure, however, no
book value per
 share information is provided. Please explain or revise to remove this
reference.
Unaudited Pro Forma Condensed Combined Statements of Operations for the Three
Months
Ended December 31, 2024, page 179

2. Please tell us why you included a pro forma statement of operations for
the three
 months ended December 31, 2024, or revise to remove. Refer to Rule
11-01(c)(3) of
 Regulation S-X. Similarly, revise the comparative per share information
on page 21 to
 remove the column for AgileAlgo's per share data for the three months
ended
 April 10, 2025
Page 2

 December 31, 2024 and instead include AgileAlgo's per share information
for the year
 ended September 30, 2024. In addition, revise the pro forma columns in
such table to
 reflect the pro forma per share information as per the pro forma
statement of
 operations for the year ended, December 31, 2024. Lastly, opening
paragraphs to the
 pro forma financial statements and the comparative per share data should
also be
 revised to reflect these changes.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Balance
Sheet, page 182

3. We note in response to prior comment 1, you reclassified both IGTA and
 AgileAlgo's unpaid transaction costs such that they are now reflected as
general and
 administrative expenses in the pro forma statement of operations and
accumulated
 deficit in the pro forma balance sheet. Please explain why you
reclassified
 AgileAlgo's transaction costs. In your response, clarify what is meant
by the reference
 to "these costs" in your response where you indicate these costs will be
the SPAC's
 responsibility. In this regard, specifically address whether the SPAC
will pay the
 settlement costs for both IGTA and AgileAlgo.
4. Please explain why pro forma adjustments (4a), (4b) and (4c) include an
adjustment of
 $1,061 for AgileAlgo ordinary shares or revise as necessary.
Executive Compensation of Agile Algo, page 202

5. We note your disclosure that states "Subject to onboarding of five
paying clients, each
 exceeding S$50,000 in annual recurring revenues, AgileAlgo will pay a
basic salary
 of S$60,000 per annum" for Lee Wei Chiang Francis. However, this appears
to
 conflict with the terms of the employment agreement which state Mr.
Francis' payout
 would be S$85,000 for reaching that milestone. Please advise or revise.
Security Ownership of Certain Beneficial Owners and Management Prior to the
Business
Combination, page 206

6. Please revise the footnotes to the table on page 206 to identify the
natural person(s)
 with voting and/or dispositive control over the Inception Growth shares
held by AQR
 Capital Management, LLC/AQR Capital Management Holdings, LLC/AQR
 Arbitrage, LLC.
AgileAlgo Holdings Ltd. Notes to Condensed Consolidated Financial Statements
for the
Three Months Ended December 31, 2024 and 2023
Note 12. Events After Reporting Period, page F-49

7. Please revise to include a discussion of the amount and terms related to
the February
 and March 2025 shareholder loans with Messers Tay and Lee. In addition,
revise to
 disclose the date through which the subsequent events have been
evaluated and
 whether that date is the date the financial statements were issued or
available to be
 issued. Refer to ASC 850-10-50-1 and 50-2.
 April 10, 2025
Page 3

 Please contact Kathleen Collins at 202-551-3499 if you have questions
regarding
comments on the financial statements and related matters. Please contact Mariam
Mansaray
at 202-551-6356 or Jan Woo at 202-551-3453 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Ted Paraskevas
</TEXT>
</DOCUMENT>