[DEFA14A] INCEPTION GROWTH ACQ UTS Additional Proxy Soliciting Materials

Rhea-AI Filing Summary

Sempra (SRE) – SEC Form 3 insider filing

Executive Vice President Caroline A. Winn has filed her initial statement of beneficial ownership dated 07 July 2025. The filing discloses:

• Common stock (direct): 44,315.94 shares
• Common stock (indirect): 10,990.93 shares held through the company 401(k) plan as of 09 July 2025
• Derivative position: 663.4 phantom shares under Sempra’s deferred-compensation plan, convertible 1-for-1 to common shares and payable in cash

The Form 3 does not represent a new purchase or sale; it simply establishes Ms. Winn’s Section 16 reporting status and confirms her existing equity alignment with shareholders. No valuation, exercise price changes, or expiration concerns are noted, and the phantom shares are immediately exercisable with no set expiration date.

Positive

• Meaningful insider alignment: EVP Winn holds over 55k SRE shares, signaling long-term commitment to the company.

Negative

• None.

Insights

Corporate Governance Analyst

TL;DR: Filing shows EVP Winn’s existing 55k+ SRE share stake; governance-neutral, no transactional signal.

This Form 3 is a mandatory disclosure triggered by Ms. Winn’s officer status. It details a combined 55,306.87 common shares (direct + indirect) plus a modest 663.4 phantom-share balance. Because the shares were already owned, the filing neither adds nor removes liquidity and carries no immediate valuation impact. Still, the stake size indicates meaningful personal investment, aligning management and shareholder interests. The phantom shares, while cash-settled, represent deferred compensation rather than speculative leverage. Overall, the information is routine and unlikely to move the stock.

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 did Sempra (SRE) disclose in the Form 3?

The company reported that EVP Caroline A. Winn owns 44,315.94 direct and 10,990.93 indirect common shares, plus 663.4 phantom shares.

Does the filing represent a new share purchase by the executive?

No. Form 3 only registers existing holdings when an individual becomes subject to Section 16 reporting.

How many SRE shares does Caroline Winn hold through the 401(k) plan?

She indirectly owns 10,990.93 shares via the company’s 401(k) savings plan as of 09 Jul 2025.

What are the terms of the phantom shares disclosed?

The 663.4 phantom shares are immediately exercisable, convertible 1-for-1 into common stock, and payable in cash with no expiration date.

Why was this Form 3 filed on 10 July 2025?

The event date (05 July 2025) likely coincides with Ms. Winn’s officer designation, triggering the initial Section 16 ownership disclosure.