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OMB
APPROVAL |
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UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
OMB
Number: |
3235-0058 |
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Expires:
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September
30, 2028 |
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Estimated
average burden hours per response. |
2.50 |
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FORM
12b-25 |
SEC
FILE NUMBER |
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001-41134 |
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CUSIP
NUMBER |
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NOTIFICATION OF LATE
FILING |
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| (Check One): |
☐ Form 10-K |
☐ Form 20-F |
☐ Form 11-K |
☒ Form 10-Q |
Form 10-D ☐ |
☐ Form N-CEN |
☐ Form N-CSR |
For
Period Ended: March 31, 2026
☐ Transition Report on Form 10-K
☐ Transition Report on Form 20-F
☐ Transition Report on Form 11-K
☐ Transition Report on Form 10-Q
For the Transition Period Ended: ____________________
Read
Instruction (on back page) Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification
relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
PART
I — REGISTRANT INFORMATION
| Inception
Growth Acquisition Limited |
| Full Name of Registrant |
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| N/A |
| Former Name if Applicable |
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| 875 Washington
Street |
| Address of Principal Executive Office (Street and
Number) |
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| New York,
NY 10014 |
| City, State and Zip Code |
PART
II — RULES 12b-25(b) AND (c)
If
the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b),
the following should be completed. (Check box if appropriate)
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(a) |
The
reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense; |
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(b) |
The subject
annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-CEN or Form N-CSR, or portion thereof,
will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition
report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar
day following the prescribed due date; and |
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(c) |
The accountant’s
statement or other exhibit required by Rule 12b-25(c) has been attached if applicable. |
PART
III — NARRATIVE
State below
in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-CEN, N-CSR, or the transition report or portion thereof, could not be
filed within the prescribed time period. (Attach extra Sheets if Needed)
Inception
Growth Acquisition Limited (the “Registrant”) was unable, without unreasonable effort or expense, to file its Quarterly Report
on Form 10-Q for the fiscal quarter ended March 31, 2026 (the “Form 10-Q”) by May 15, 2026, the filing date applicable to
smaller reporting companies due to a delay experienced by the Registrant in completing its financial statement in the Form 10-Q. The
Registrant anticipates that it will file the Form 10-Q no later than the fifth calendar day following the prescribed filing date.
PART
IV — OTHER INFORMATION
| (1) |
Name and telephone number of person to
contact in regard to this notification |
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Cheuk
Hang Chow |
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315 |
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636-6638 |
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(Name) |
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(Area Code) |
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(Telephone Number) |
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| (2) |
Have all other periodic reports required
under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding
12 months or for such shorter period that the registrant was required to file such report(s) been filed? If answer is no, identify
report(s). |
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Yes ☒ NO ☐ |
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| (3) |
Is it anticipated that any significant
change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements
to be included in the subject report or portion thereof? |
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Yes ☐ NO ☒ |
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If so, attach an explanation of the anticipated
change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot
be made. |
Inception
Growth Acquisition Limited
(Name
of Registrant as Specified in Charter)
has caused
this notification to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: |
May
15, 2026 |
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By: |
/s/ Cheuk
Hang Chow |
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Name: |
Cheuk Hang Chow |
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Title: |
Chief Executive Officer |
INSTRUCTION:
The form may be signed by an executive officer of the registrant or by any other duly authorized representative. The name and title of
the person signing the form shall be typed or printed beneath the signature. If the statement is signed on behalf of the registrant by
an authorized representative (other than an executive officer), evidence of the representative’s authority to sign on behalf of
the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal Violations (See 18 U.S.C. 1001).
