false
0001866838
0001866838
2025-06-26
2025-06-26
0001866838
IGTAW:UnitsEachConsistingOfOneShareOfCommonStock0.0001ParValueOnehalf12OfOneRedeemableWarrantandOneRightEntitlingHolderToReceiveOnetenthOfShareOfCommonStockMember
2025-06-26
2025-06-26
0001866838
IGTAW:CommonStockParValue0.0001PerShareMember
2025-06-26
2025-06-26
0001866838
IGTAW:RedeemableWarrantsEachExercisableForOneShareOfCommonStockAtExercisePriceOf11.50Member
2025-06-26
2025-06-26
0001866838
IGTAW:RightsEachToReceiveOnetenthOfOneShareOfCommonStockMember
2025-06-26
2025-06-26
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): June 26, 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 |
|
The Nasdaq Stock Market LLC |
| Common Stock, par value $0.0001 per share |
|
IGTA |
|
The Nasdaq Stock Market LLC |
| Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 |
|
IGTAW |
|
The Nasdaq Stock Market LLC |
| Rights, each to receive one-tenth of one share of common stock |
|
IGTAR |
|
The Nasdaq Stock Market LLC |
Item 8.01. Other Events
Postponement of
Special Meeting of Stockholders to July 14, 2025
On
June 26, 2025, Inception Growth Acquisition Limited (the “Company”) issued a press release announcing that the Special Meeting
of Stockholders, originally scheduled for 10:00 a.m. Hong Kong time on July 1, 2025, has been postponed to 10:00 a.m. Hong Kong time on
July 14, 2025. There is no change to the location, the record date or any of the other proposals to be acted upon at the Special Meeting.
The physical location of the Special Meeting remains at the offices of Loeb & Loeb LLP, 2206-19 Jardine House, 1 Connaught Place Central,
Hong Kong SAR, and virtually via teleconference using the following dial-in information:
| |
|
US Toll Free |
|
+1 866 213 0992 |
| |
|
Hong Kong Toll |
|
+852 2112 1888 |
| |
|
Participant Passcode |
|
2910077# |
The
postponement is intended to provide stockholders with additional time to review the supplement (the “Supplement”) to the definitive
proxy statement (the “Original Proxy Statement”), which was filed with the Securities and Exchange Commission (the “SEC”)
on June 25, 2025. The Supplement corrects, among other things, the per share redemption price from $13.18 to $12.09, provides updates
regarding the Company’s annual meeting held on June 5, 2025, and extends the deadline for stockholders to submit redemption requests.
As
a result of the postponement, the deadline for delivery of redemption requests from the Company’s stockholders in connection with
the proposed business combination has been extended from June 27, 2025 (two business days before the originally scheduled Special Meeting)
to July 10, 2025 (two business days before the postponed Special Meeting). Stockholders who have already submitted redemption requests
may revoke such requests prior to the new deadline in accordance with the procedures described in the Original Proxy Statement filed with
the SEC on May 27, 2025, and the Supplement.
If
you have questions regarding the certification of your position or delivery of your shares, please contact:
Continental Stock Transfer
& Trust Company, LLC
1 State Street 30th Floor
New York, NY 10004-1561
E-mail: spacredemptions@continentalstock.com
Stockholders
are advised to review the Supplement carefully and to consider it together with the Original Proxy Statement, both available on the SEC’s
EDGAR database at www.sec.gov, for complete details regarding the postponement, the corrected redemption
price, the updated redemption deadline, and other corrected and updated information.
The
Company’s stockholders who have questions regarding the postponement, the Special Meeting, or would like to request documents may
contact the Company’s proxy solicitor, Advantage Proxy, Inc., at (877) 870-8565, or banks and brokers can call (206) 870-8565, or
by email at ksmith@advantageproxy.com.
A
copy of the press release is attached hereto as Exhibit 99.1. The information in Exhibit 99.1 is being furnished and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or
otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements
and Exhibits.
| Exhibit No. |
|
Description of Exhibits |
| 99.1 |
|
Press Release dated June 26, 2025 |
| 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 |
| |
|
| |
By: |
/s/ Cheuk Hang Chow |
| |
Name: |
Cheuk Hang Chow |
| |
Title: |
Chief Executive Officer |
Date: June 26, 2025
