[FWP] Royal Bank of Canada Free Writing Prospectus

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.

 

 

 	 
  Auto-Callable Enhanced Return Dual Directional Barrier Notes Linked to the Common Stock of NVIDIA Corporation Due August 3, 2028  

 

PRODUCT CHARACTERISTICS

· Call Feature — If, on the Call Observation Date, the closing value of the Underlier is greater than or equal to the Initial Underlier Value, the Notes will be automatically called for a return of at least 17.50% (to be determined on the Trade Date). No further payments will be made on the Notes.

· Enhanced Return Potential — If the Notes are not automatically called and the Final Underlier Value is greater than the Initial Underlier Value, at maturity, investors will receive a return equal to 110% of the Underlier Return.

· Absolute Value Return — If the Notes are not automatically called and the Final Underlier Value is less than or equal to the Initial Underlier Value, but is greater than or equal to the Barrier Value, at maturity, investors will receive a one-for-one positive return equal to the absolute value of the Underlier Return.

· Principal at Risk — If the Notes are not automatically called and the Final Underlier Value is less than the Barrier Value, at maturity, investors will lose 1% of the principal amount of their Notes for each 1% that the Final Underlier Value is less than the Initial Underlier Value.

KEY TERMS
Issuer:	Royal Bank of Canada (“RBC”)
CUSIP:	78017PEZ0
Underlier:	The common stock of NVIDIA Corporation (Bloomberg symbol “NVDA UW”)
Trade Date:	July 29, 2025
Issue Date:	July 31, 2025
Valuation Date:	July 31, 2028
Maturity Date:	August 3, 2028
Call Feature:	If, on the Call Observation Date, the closing value of the Underlier is greater than or equal to the Initial Underlier Value, the Notes will be automatically called. Under these circumstances, investors will receive on the Call Settlement Date per $1,000 principal amount of Notes an amount equal to at least $1,175 (at least 117.50% of the principal amount), to be determined on the Trade Date. No further payments will be made on the Notes.
Call Observation Date:	August 4, 2026
Call Settlement Date:	August 7, 2026
Payment at Maturity:	If the Notes are not automatically called, investors will receive on the Maturity Date per $1,000 principal amount of Notes: ·   If the Final Underlier Value is greater than the Initial Underlier Value, an amount equal to: $1,000 + ($1,000 × Underlier Return × Participation Rate)  ·   If the Final Underlier Value is less than or equal to the Initial Underlier Value, but is greater than or equal to the Barrier Value, an amount equal to: $1,000 + (-1 × $1,000 × Underlier Return)  In this case, you will receive a positive return on the Notes equal to the absolute value of the Underlier Return, even though the Underlier Return is negative. In no event will this return exceed 40%. ·   If the Final Underlier Value is less than the Barrier Value, an amount equal to: $1,000 + ($1,000 × Underlier Return)  If the Notes are not automatically called and the Final Underlier Value is less than the Barrier Value, you will lose a substantial portion or all of your principal amount at maturity.

 

KEY TERMS (continued)
Participation Rate:	110% (applicable only at maturity if the Notes are not automatically called)
Barrier Value:	60% of the Initial Underlier Value
Underlier Return:	Final Underlier Value – Initial Underlier Value Initial Underlier Value
Initial Underlier Value:	The closing value of the Underlier on the Trade Date
Final Underlier Value:	The closing value of the Underlier on the Valuation Date

PAYOFF DIAGRAM (IF THE NOTES ARE NOT AUTOMATICALLY CALLED)

This document provides a summary of the terms of the Notes. Investors should carefully review the accompanying preliminary pricing supplement, product supplement, prospectus supplement and prospectus, as well as “Selected Risk Considerations” below, before making a decision to invest in the Notes:

https://www.sec.gov/Archives/edgar/data/1000275/000095010325008654/dp231439_424b2-us2789nvda.htm

The initial estimated value of the Notes determined by us as of the Trade Date, which we refer to as the initial estimated value, is expected to be between $916.00 and $966.00 per $1,000 principal amount of Notes and will be less than the public offering price of the Notes. We describe the determination of the initial estimated value in more detail in the accompanying preliminary pricing supplement.

 

 

 

 

 	 
         

Selected Risk Considerations

 

An investment in the Notes involves significant risks. We urge you to consult your investment, legal, tax, accounting and other advisers before you invest in the Notes. Some of the risks that apply to an investment in the Notes are summarized below, but we urge you to read also the “Selected Risk Considerations” section of the accompanying preliminary pricing supplement and the “Risk Factors” sections of the accompanying prospectus, prospectus supplement and product supplement. You should not purchase the Notes unless you understand and can bear the risks of investing in the Notes.

 

· You May Lose a Portion or All of the Principal Amount at Maturity.

· Your Potential Payment If the Notes Are Automatically Called Is Limited.

· Your Potential for a Positive Return from Depreciation of the Underlier Is Limited.

· The Notes Do Not Pay Interest, and Your Return on the Notes May Be Lower Than the Return on a Conventional Debt Security of Comparable Maturity.

· The Notes Are Subject to an Automatic Call.

· Payments on the Notes Are Subject to Our Credit Risk, and Market Perceptions about Our Creditworthiness May Adversely Affect the Market Value of the Notes.

· Any Payment on the Notes Will Be Determined Based on the Closing Values of the Underlier on the Dates Specified.

· The U.S. Federal Income Tax Consequences of an Investment in the Notes Are Uncertain.

· There May Not Be an Active Trading Market for the Notes; Sales in the Secondary Market May Result in Significant Losses.

· The Initial Estimated Value of the Notes Will Be Less Than the Public Offering Price.

· The Initial Estimated Value of the Notes Is Only an Estimate, Calculated as of the Trade Date.

· Our and Our Affiliates’ Business and Trading Activities May Create Conflicts of Interest.

· RBCCM’s Role as Calculation Agent May Create Conflicts of Interest.

· You Will Not Have Any Rights to the Underlier.

· Any Payment on the Notes May Be Postponed and Adversely Affected by the Occurrence of a Market Disruption Event.

· Anti-dilution Protection Is Limited, and the Calculation Agent Has Discretion to Make Anti-dilution Adjustments.

· Reorganization or Other Events Could Adversely Affect the Value of the Notes or Result in the Notes Being Accelerated.

 

Royal Bank of Canada has filed a registration statement (including a product supplement, prospectus supplement and prospectus) with the SEC for the offering to which this document relates. Before you invest, you should read those documents and the other documents that we have filed with the SEC for more complete information about us and this offering. You may get these documents for free by visiting EDGAR on the SEC website at www.sec.gov. Alternatively, we, any agent or any dealer participating in this offering will arrange to send you those documents if you so request by calling toll-free at 1-877-688-2301.

 

As used in this document, “Royal Bank of Canada,” “we,” “our” and “us” mean only Royal Bank of Canada. Capitalized terms used in this document without definition are as defined in the accompanying preliminary pricing supplement.

 

Registration Statement No. 333-275898; filed pursuant to Rule 433

 

 

 

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.