Inception Growth (IGTA) withdraws Nasdaq listing bid for AgileAlgo merger

Filing Impact

(High)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

Inception Growth Acquisition Limited reported that the planned combined company will no longer pursue a Nasdaq listing at this time. PubCo, the merger entity for the proposed business combination with AgileAlgo Holdings Ltd., has withdrawn its previously submitted application to list its securities on Nasdaq.

The withdrawal does not change the current trading of Inception Growth’s units, common stock, warrants and rights, which continue to trade on OTC Markets Group, Inc under their existing symbols. The company and PubCo are evaluating alternative listing venues and other strategic alternatives for the business combination and the combined company’s future trading market.

Positive

None.

Negative

Nasdaq listing application withdrawn for the PubCo entity tied to Inception Growth Acquisition Limited’s proposed business combination with AgileAlgo Holdings Ltd., creating uncertainty around the combined company’s future exchange listing and trading market.

Insights

IGTA’s merger vehicle has withdrawn its planned Nasdaq listing.

Inception Growth Acquisition Limited and its merger partner’s vehicle, PubCo, have decided to withdraw the Nasdaq listing application tied to their proposed business combination with AgileAlgo Holdings Ltd. This changes the expected trading venue for the combined company.

The company’s existing securities remain traded on OTC Markets Group, Inc, so current liquidity access is unchanged in the near term. However, the combined company may no longer debut on a major exchange as initially contemplated, unless a new application or venue is secured.

The parties state they are evaluating alternative listing venues and other strategic alternatives for both the business combination and the combined company’s future trading market. Future disclosures will clarify whether they proceed with a revised exchange listing plan, a different venue, or other structural changes to the transaction.

8-K Event Classification

Item 8.01 — Other Events

1 item

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Common stock par value: $0.0001 per share Warrant exercise price: $11.50 per share Right conversion ratio: One-tenth of one share

3 metrics

Common stock par value $0.0001 per share Par value of Inception Growth Acquisition Limited common stock

Warrant exercise price $11.50 per share Exercise price for each redeemable warrant for one common share

Right conversion ratio One-tenth of one share Each right entitles the holder to receive one-tenth of a common share

Key Terms

Business Combination Agreement, Redomestication Merger, Listing Application, OTC Markets Group, Inc, +1 more

5 terms

Business Combination Agreement financial

"entered into a business combination agreement, as amended (the “Business Combination Agreement”), with IGTA Merger Sub Limited"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

Redomestication Merger financial

"contemplates, among other things, a Redomestication Merger of the Company with and into PubCo"

Listing Application financial

"PubCo submitted an application to The Nasdaq Stock Market LLC to list PubCo’s securities on Nasdaq"

A listing application is a formal request filed with a stock exchange or regulator asking permission for a company’s shares to be traded publicly. It matters to investors because approval opens a new market for buying and selling the stock, increases visibility and regulatory oversight, and often brings detailed financial disclosures; like applying for a store permit before opening, the outcome affects when and how easily investors can trade and value the shares.

OTC Markets Group, Inc financial

"continued listing of the Company’s securities on OTC Markets Group, Inc under their existing trading symbols"

redeemable warrants financial

"Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50"

A redeemable warrant is a tradable right that lets its holder buy a company’s shares at a fixed price before a set date, but the issuer has the contract power to cancel (redeem) the warrant early under agreed terms. For investors this matters because early redemption can force decision-making, change the timing of when new shares might be created, and affect potential gains or dilution—much like a store coupon that the issuer can cancel by paying you off instead of letting you use it.

Understanding 8-K Material Events →

04/17/2026 - 08:00 AM

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): April 14, 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 8.01. Other Events.

Withdrawal of Nasdaq Listing Application for Combined Company

As previously disclosed, on September 12, 2023, Inception Growth Acquisition Limited (the “Company”) entered into a business combination agreement, as amended (the “Business Combination Agreement”), with IGTA Merger Sub Limited (“PubCo”), AgileAlgo Holdings Ltd. (“AgileAlgo”) and certain AgileAlgo shareholders. The Business Combination Agreement contemplates, among other things, a Redomestication Merger of the Company with and into PubCo (as such terms are defined in the Business Combination Agreement), followed by an exchange of AgileAlgo shares for PubCo ordinary shares (such transactions, the “Business Combination”).

In connection with the proposed Business Combination, PubCo submitted an application to The Nasdaq Stock Market LLC (“Nasdaq”) to list PubCo’s securities on Nasdaq upon the closing of the Business Combination (the “Listing Application”).

On April 14, 2026, after consultation with Nasdaq, the Company and PubCo determined to withdraw the Listing Application. Accordingly, PubCo has withdrawn the Listing Application previously submitted to Nasdaq for the listing of PubCo’s securities upon the closing of the Business Combination.

The withdrawal of the Listing Application does not affect the continued listing of the Company’s securities on OTC Markets Group, Inc under their existing trading symbols prior to the consummation of any business combination. The Company and PubCo are currently evaluating alternative listing venues and other strategic alternatives with respect to the Business Combination and the combined company’s future trading market.

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

	By:	/s/ Cheuk Hang Chow
	Name:	Cheuk Hang Chow
	Title:	Chief Executive Officer

Date: April 17, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did Inception Growth Acquisition Limited (IGTA) announce in this 8-K?

Inception Growth Acquisition Limited disclosed that PubCo, the merger vehicle for its proposed business combination with AgileAlgo Holdings Ltd., has withdrawn its application to list PubCo’s securities on Nasdaq. The parties are now evaluating alternative listing venues and other strategic alternatives.

Does the Nasdaq application withdrawal affect IGTA’s current trading status?

The withdrawal does not affect Inception Growth Acquisition Limited’s current trading. Its units, common stock, redeemable warrants and rights continue to trade on OTC Markets Group, Inc under their existing trading symbols, pending any future business combination or listing decisions.

How is the AgileAlgo business combination involved in IGTA’s Nasdaq plans?

The business combination agreement between Inception Growth Acquisition Limited, PubCo and AgileAlgo Holdings Ltd. envisioned a redomestication merger and share exchange, with PubCo seeking a Nasdaq listing. PubCo’s decision to withdraw the Nasdaq application alters that originally contemplated listing pathway for the combined company.

What future steps are IGTA and PubCo considering after withdrawing the Nasdaq application?

Inception Growth Acquisition Limited and PubCo stated they are evaluating alternative listing venues and other strategic alternatives. These considerations relate both to completing the proposed business combination with AgileAlgo Holdings Ltd. and determining the combined company’s future trading market.

Where do IGTA’s units, common stock, warrants and rights currently trade?

Inception Growth Acquisition Limited’s units, common stock, redeemable warrants and rights are listed on OTC Markets Group, Inc. Each class continues to trade under its existing symbol, including separate symbols for units, common stock, warrants and rights linked to common shares.

Filing Exhibits & Attachments

4 documents