[8-K] INCEPTION GROWTH ACQ UTS Reports Material Event

Rhea-AI Filing Summary

Inception Growth Acquisition Ltd. (IGTAU) filed a Form 8-K to announce the postponement of its Special Meeting of Stockholders. Originally set for 10:00 a.m. Hong Kong time on July 14, 2025, the meeting will now be held at the same time and locations (Loeb & Loeb LLP, Hong Kong and via teleconference) on July 25, 2025. All proposals, the physical and virtual venues, and the May 27, 2025 record date remain unchanged.

The postponement automatically extends key shareholder deadlines. Redemption requests tied to the proposed business combination are now due by July 23, 2025 instead of July 10, 2025, and previously submitted redemptions may be revoked before the new cut-off. Shareholders who already voted do not need to vote again unless they wish to change or revoke their prior instructions.

Contact details for Continental Stock Transfer & Trust (transfer agent) and Advantage Proxy (proxy solicitor) are provided for certification, voting, and documentation queries. A press release detailing the postponement is furnished as Exhibit 99.1; no other sections of the original or supplemental proxy materials are altered.

Insights

SPAC Analyst

TL;DR: Meeting moved to 25 Jul 2025; redemption window extended—administrative change, limited direct valuation impact.

The 8-K discloses only a scheduling adjustment. Investors gain an extra 11 days to evaluate redemption decisions ahead of the business-combination vote. All proposals and the record date stay intact, so voting mechanics and share eligibility are unchanged. Because no financial terms or transaction revisions accompany the delay, the disclosure is operational rather than economic. Market impact should be neutral unless accompanied by future amendments.

Corporate Governance Expert

TL;DR: Administrative postponement; proxy materials and participant framework unchanged—neutral governance effect.

From a governance standpoint, the company complied with SEC proxy rules by promptly filing an 8-K and furnishing a press release. Extending the redemption deadline ensures procedural fairness, granting shareholders added time to digest the supplemental proxy dated 26 Jun 2025. The unchanged record date preserves vote integrity. Absent alterations to proposals or leadership structure, the event does not materially shift control considerations.

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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): July 10, 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 25, 2025

On July 10, 2025, the Company issued a press release, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K, announcing that the Special Meeting of Stockholders, scheduled for 10:00 a.m. Hong Kong time on July 14, 2025, has been postponed to 10:00 a.m. Hong Kong time on July 25, 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#

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 July 10, 2025 (two business days before the currently scheduled Special Meeting) to July 23, 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 definitive proxy statement in relation to the Special Meeting (the “Original Proxy Statement”) filed with by the Company with the Securities and Exchange Commission (the “SEC”) on May 27, 2025, and the supplement (the “Supplement”) to the Original Proxy Statement, which was filed by the Company with the SEC on June 26, 2025.

The record date for determining the Company stockholders entitled to receive notice of and to vote at the Special Meeting remains the close of business on May 27, 2025 (the “Record Date”). Stockholders as of the Record Date are eligible to vote, even if they have subsequently sold their shares.

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

Other than as indicated herein, no other changes have been made to the Original Proxy Statement as amended and supplemented by the Supplement, or the proxy card as originally filed and mailed. 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 matters to be voted in the Special Meeting.

The Company’s stockholders who have questions regarding the postponement, or 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.

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If you have already voted, you do not need to vote again unless you would like to change or revoke your prior vote on any proposal. In addition, stockholders who have already submitted a redemption request with respect to the shares held by them may withdraw such request by contacting our transfer agent. If you would like to change or revoke your prior vote on any proposal, or reverse a redemption request, please refer to the Proxy Statement for additional information on how to do so.

If you have already submitted a proxy and do not wish to change your vote, you need not take any further action. If you have submitted a proxy and wish to change your vote, you may revoke your proxy at any time before it is exercised at the Special Meeting as provided in the Original Proxy Statement. Please note, however, that if your shares are held in street name by a broker or other nominee and you wish to revoke a proxy, you must contact the broker or nominee to revoke any prior voting instructions.

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.

Participants in the Solicitation

The Company and its respective directors and officers may be deemed to be participants in the solicitation of proxies from shareholders in connection with the Special Meeting. Additional information regarding the identity of these potential participants and their direct or indirect interests, by security holdings or otherwise, is set forth in the definitive proxy statement. You may obtain free copies of these documents using the sources indicated above.

Additional Information and Where to Find It

On May 27, 2025, the Company filed a definitive proxy statement and on June 26, 2025, the Company filed a supplement to the definitive proxy statement with the SEC in connection with its solicitation of proxies for the Special Meeting. INVESTORS AND SECURITY HOLDERS OF THE COMPANY ARE URGED TO READ THE SUPPLEMENT, THE ORIGINAL PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND OTHER DOCUMENTS THE COMPANY FILES WITH THE SEC CAREFULLY IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE AS THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and security holders will be able to obtain free copies of the definitive proxy statement (including any amendments or supplements thereto) and other documents filed with the SEC through the web site maintained by the SEC at www.sec.gov or by contacting the Company’s proxy solicitor.

Item 9.01. Financial Statements and Exhibits.

Exhibit No.		Description
99.1		Press Release, dated July 10, 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
	By:	/s/ Cheuk Hang Chow
	Name:	Cheuk Hang Chow
	Title:	Chief Executive Officer

Date: July 10, 2025

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FAQ

What new date has Inception Growth Acquisition (IGTAU) set for its Special Meeting of Stockholders?

The meeting is rescheduled for 10:00 a.m. Hong Kong time on July 25, 2025.

Has the record date for voting on IGTAU's proposals changed?

No. The record date remains May 27, 2025.

When is the new deadline to submit or revoke redemption requests for IGTAU shares?

Shareholders have until July 23, 2025 (two business days before the postponed meeting).

Are the meeting location and teleconference details for IGTAU's Special Meeting altered?

No. The physical location remains Loeb & Loeb LLP, 2206-19 Jardine House, Hong Kong SAR, and the dial-in numbers and passcode are unchanged.

Do IGTAU shareholders need to vote again after the postponement?

Only if they wish to change or revoke a prior vote; otherwise, no further action is required.