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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
February 9, 2026
INCEPTION GROWTH ACQUISITION LIMITED
(Exact Name of Registrant as Specified in its
Charter)
| Delaware |
|
001-41134 |
|
86-2648456 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
875
Washington Street
New York, NY |
|
10014 |
| (Address of Principal Executive
Offices) |
|
(Zip Code) |
Registrant’s telephone number, including
area code: (315) 636-6638
N/A
(Former name or former address, if changed since
last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ |
Written communications
pursuant to Rule 425 under the Securities Act |
| ☐ |
Soliciting material pursuant
to Rule 14a-12 under the Exchange Act |
| ☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act |
| ☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities
Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
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 13(a) of the Exchange Act.
Securities registered pursuant to Section 12(b)
of the Act:
| Title
of each class |
|
Trading
Symbol |
|
Name
of each exchange on which registered |
| Units,
each consisting of one share of common stock, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling
the holder to receive one-tenth of a share of common stock |
|
IGTAU |
|
OTC
Markets Group, Inc |
| Common
Stock, par value $0.0001 per share |
|
IGTA |
|
OTC
Markets Group, Inc |
| Redeemable
warrants, each exercisable for one share of common stock at an exercise price of $11.50 |
|
IGTAW |
|
OTC
Markets Group, Inc |
| Rights,
each to receive one-tenth of one share of common stock |
|
IGTAR |
|
OTC
Markets Group, Inc |
Item 1.01 Entry into
a Material Definitive Agreement
As
approved by its stockholders at the Special Meeting of Stockholders on February 9, 2026 (the “Meeting”), Inception Growth
Acquisition Limited (the “Company”) had on February 9, 2026 entered into an amendment (the “Trust Amendment”)
to the investment management trust agreement, as amended on March 13, 2023, September 8, 2023, June 4, 2024, December 6, 2024, June 5,
2025 and October 9, 2025, by and between the Company and Continental Stock Transfer & Trust Company, to provide the Company with
the discretion to extend the date on which to commence liquidating the trust account (the “Trust Account”) established in
connection with the Company’s initial public offering (the “IPO”) by six (6) times for an additional one month each
time from February 13, 2026 to August 13, 2026 by depositing into the trust account an aggregate amount equal to $0.075 multiplied by
the number of common stock issued in the IPO (each, a “Public Share”) that has not been redeemed for each one-month extension.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by its stockholders at the Meeting on February 9, 2026, the Company filed the sixth amendment to the amended and restated certificate
of incorporation on February 9, 2026 (the “Charter Amendment”), giving the Company the right to extend the date by which
the Company has to consummate a business combination from February 13, 2026 (the date that is 50 months from the closing date of the
IPO) to August 13, 2026 (the date that is 56 months from the closing date of the IPO).
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On
January 13, 2026, the record date for the Meeting, there were 2,814,062 shares of common stock of the Company entitled to vote at the
Meeting. On February 9, 2026, the Company held the Meeting, of which 1,877,451 (or approximately 66.72%) shares of common stock of the
Company entitled to vote, were represented in the Meeting either in person or by proxy.
The
final results for each of the matters submitted to a vote of Company stockholders at the Meeting are as follows:
1. Charter Amendment
Stockholders
approved the proposal to amend the Company’s amended and restated certificate of incorporation, as amended on September 8, 2023,
June 4, 2024, December 6, 2024, June 5, 2025 and October 9, 2025 to extend the date by which the Company has to consummate a business
combination from February 13, 2026 (the date that is 50 months from the closing date of the IPO) to August 13, 2026 (the date that is
56 months from the closing date of the IPO). Approval of the Charter Amendment required the approval of at least fifty percent (50%)
of outstanding shares of common stock which were present in person or by proxy and entitled to vote thereon at the Meeting. The voting
results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 1,877,329 |
|
102 |
|
20 |
|
0 |
2. Trust Amendment
Stockholders
approved the proposal to amend the Company’s investment management trust agreement, dated as of December 8, 2021, by and between
the Company and Continental Stock Transfer & Trust Company, as amended on March 13, 2023, September 8, 2023, June 4, 2024, December
6, 2024, June 5, 2025 and October 9, 2025, to provide the Company with the discretion to extend the date on which to commence liquidating
the Trust Account by six (6) times for an additional one (1) month each time from February 13, 2026 to August 13, 2026 by depositing
into the trust account an aggregate amount equal to $0.075 multiplied by the number of Public Share that has not been redeemed for each
one-month extension. Approval of the Trust Amendment required the approval of at least fifty percent (50%) of outstanding shares of common
stock present in person or by proxy and entitled to vote thereon at the Meeting. The voting results were as follows:
| FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER
NON-VOTES |
| 1,877,329 |
|
102 |
|
20 |
|
0 |
As there were sufficient
votes to approve the above proposals, Proposal No. 3, the “Adjournment Proposal” described in the Company’s definitive
proxy, which was filed with the Securities and Exchange Commission (the “SEC”) on January 20, 2026 was not presented to the
stockholders.
Item 8.01. Other
Events.
In
connection with the stockholders vote at the Meeting, 13,851 shares of common stock were tendered for redemption. Following such redemption,
the amount of funds remaining in the trust account is approximately $2,102,676.81.
The
Company issued the press release filed herewith on February 11, 2026, which is attached as Exhibit 99.1 and incorporated by reference
herein.
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits:
| Exhibit
No. |
|
Description |
| 3.1 |
|
Sixth Amendment to the Amended And Restated Certificate of Incorporation |
| 10.1 |
|
Amendment to the investment management trust agreement with Continental Stock Transfer & Trust Company dated as of February 9, 2026 |
| 99.1 |
|
Press Release dated February 11, 2026 |
| 104 |
|
Cover Page Interactive
Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto
duly authorized.
| |
Inception Growth Acquisition
Limited |
| |
|
| Dated: February 11, 2026 |
/s/ Cheuk
Hang Chow |
| |
Cheuk Hang Chow |
| |
Chief Executive Officer |
Exhibit
99.1
Inception
Growth Acquisition Limited Announces Extension of Business Combination Period
New
York, Feb. 11, 2026 (GLOBE NEWSWIRE) -- Inception Growth Acquisition Limited (NASDAQ: IGTA, the “Company”), a publicly traded
special purpose acquisition company, announced today that at its special meeting of stockholders held on February 9, 2026 (the “Meeting”),
the Company’s stockholders voted in favor of, among others, the proposals to amend (i) its amended and restated certificate of
incorporation; and (ii) the investment management trust agreement with Continental Stock Transfer & Trust Company, giving the Company
the right to extend the date on which to commence liquidating the trust account established in connection with the Company’s initial
public offering (the “Trust Account”) by six (6) times for an additional one (1) month each time from February 13,
2026 to August 13, 2026 by depositing into the trust account an aggregate amount equal to $0.075 multiplied by the number of common stock
issued in the Company’s initial public offering that has not been redeemed for each one-month extension. The purpose of the extension
is to provide additional time for the Company to complete a business combination.
Contact
Inception
Growth Acquisition Limited
Investor Relationship Department
(315) 636-6638
