[8-K] Inception Growth Acquisition Ltd Reports Material Event

Rhea-AI Filing Summary

Inception Growth Acquisition Limited reported that stockholders approved amendments allowing the company to extend its deadline to complete a business combination from October 13, 2025 to February 13, 2026. The trust agreement now permits up to four one‑month extensions, each requiring a deposit into the trust account equal to $0.075 multiplied by the number of public shares that have not been redeemed.

Both the charter and trust amendments passed with strong support. The charter amendment vote was 1,661,934 FOR, 560 AGAINST. The trust amendment vote was 1,662,374 FOR, 100 AGAINST. In connection with the meeting, 100 shares were redeemed. Following the redemption, funds remaining in the trust account were approximately $2,201,073.74.

Insights

SPAC structure analyst

IGTA gains up to four 1‑month extensions with $0.075/share deposits.

IGTA secured stockholder approval to push its merger deadline to February 13, 2026. The trust amendment permits four one‑month extensions, each conditioned on depositing $0.075 per non‑redeemed public share into the trust. This preserves transaction optionality while tying each extension to incremental cash placed in the trust.

Voting support was decisive for both amendments, indicating holder alignment with pursuing a combination. Redemptions tied to the meeting were minimal at 100 shares, and the trust balance stands at approximately $2,201,073.74. Actual extension usage and cash placements will depend on whether the company exercises each monthly option.

Key items are the extension window through February 13, 2026 and the per‑month funding mechanic. Subsequent disclosures would clarify if and when each monthly deposit is made and any progress toward a definitive combination.

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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): October 9, 2025

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 October 9, 2025 (the “Meeting”), Inception Growth Acquisition Limited (the “Company”) had on October 9, 2025 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 and June 5, 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 four (4) times for an additional one month each time from October 13, 2025 to February 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 October 9, 2025, the Company filed the fifth amendment to the amended and restated certificate of incorporation on October 9, 2025 (the “Charter Amendment”), giving the Company the right to extend the date by which the Company has to consummate a business combination from October 13, 2025 (the date that is 46 months from the closing date of the IPO) to February 13, 2026 (the date that is 50 months from the closing date of the IPO).

Item 5.07. Submission of Matters to a Vote of Security Holders.

On September 10, 2025, the record date for the Meeting, there were 2,814,162 shares of common stock of the Company entitled to vote at the Meeting. On October 9, 2025, the Company held the Meeting, of which 1,662,494 (or approximately 59.08%) 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 and June 5, 2025 to extend the date by which the Company has to consummate a business combination from October 13, 2025 (the date that is 46 months from the closing date of the IPO) to February 13, 2026 (the date that is 50 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
1,661,934		560		0		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 and June 5, 2025, to provide the Company with the discretion to extend the date on which to commence liquidating the Trust Account by four (4) times for an additional one (1) month each time from October 13, 2025 to February 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
1,662,374		100		0		0

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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 September 16, 2025 was not presented to the stockholders.

Item 8.01. Other Events.

In connection with the stockholders vote at the Meeting, 100 shares of common stock were tendered for redemption. Following such redemption, the amount of funds remaining in the trust account is approximately $2,201,073.74.

The Company issued the press release filed herewith on October 14, 2025, 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		Fifth 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 October 9, 2025
99.1		Press Release dated October 14, 2025
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

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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: October 14, 2025	/s/ Cheuk Hang Chow
	Cheuk Hang Chow
	Chief Executive Officer

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FAQ

What did IGTA (IGTA) stockholders approve?

They approved a charter amendment to extend the business combination deadline to February 13, 2026 and a trust amendment permitting four one‑month extensions with deposits of $0.075 per non‑redeemed public share per month.

How many extensions can IGTA use and what is the cost per month?

Up to four one‑month extensions, each requiring a deposit equal to $0.075 multiplied by the number of public shares not redeemed.

What were the voting results for IGTA’s charter amendment?

The charter amendment vote was 1,661,934 FOR, 560 AGAINST, with no abstentions or broker non‑votes disclosed.

What were the voting results for IGTA’s trust amendment?

The trust amendment vote was 1,662,374 FOR, 100 AGAINST, with no abstentions or broker non‑votes disclosed.

How many IGTA shares were redeemed in connection with the meeting?

100 shares of common stock were tendered for redemption.

What is the remaining balance in IGTA’s trust account?

Following the redemption, the trust account held approximately $2,201,073.74.

Where are IGTA’s securities quoted?

Units IGTAU, common stock IGTA, warrants IGTAW, and rights IGTAR are listed on OTC Markets Group, Inc.