8-K
Inception Growth Acquisition Ltd (IGTA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the SecuritiesExchange Act of 1934
Date of Report (Date of earliest event reported): June5, 2025
INCEPTION GROWTH ACQUISITION LIMITED
(Exact Name of Registrant as Specified in its Charter)
| Delaware | 001-41134 | 86-2648456 |
|---|---|---|
| (State or other jurisdiction<br><br>of incorporation) | (Commission File Number) | (I.R.S. Employer<br><br>Identification No.) |
| 875 Washington Street<br><br> <br>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<br>communications pursuant to Rule 425 under the Securities Act |
|---|---|
| ☐ | Soliciting<br>material pursuant to Rule 14a-12 under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br>communications pursuant to Rule 14d-2(b) under the Exchange Act |
| --- | --- |
| ☐ | Pre-commencement<br>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,<br> each consisting of one share of common stock, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling<br> the holder to receive one-tenth of a share of common stock | IGTAU | The<br> Nasdaq Stock Market LLC |
| Common Stock, par value $0.0001 per share | IGTA | The<br> Nasdaq Stock Market LLC |
| Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 | IGTAW | The<br> Nasdaq Stock Market LLC |
| Rights, each to receive one-tenth of one share of common stock | IGTAR | The<br> Nasdaq Stock Market LLC |
Item 1.01 Entry intoa Material Definitive Agreement
As approved by its stockholders at the Annual Meeting of Stockholders on June 5, 2025 (the “Meeting”), Inception Growth Acquisition Limited (the “Company”) entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, as amended on March 13, 2023, September 8, 2023, June 4, 2024, December 6, 2024 and June 5, 2025, by and between the Company and Continental Stock Transfer & Trust Company, to provide the Company with the discretion to extend the date on which to commence liquidating the trust account (the “Trust Account”) established in connection with the Company’s initial public offering (the “IPO”) by four (4) times for an additional one month each time from June 13, 2025 to October 13, 2025 by depositing into the trust account an aggregate amount equal to $0.075 multiplied by the number of common stock issued in the IPO (each, a “Public Share”) that has not been redeemed for each one-month extension.
Item 5.03. Amendmentsto Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the Meeting on June 5, 2025, the Company filed the fourth amendment to the amended and restated certificate of incorporation on June 10, 2025 (the “Charter Amendment”), giving the Company the right to extend the date by which the Company has to consummate a business combination from June 13, 2025 (the date that is 42 months from the closing date of the IPO) to October 13, 2025 (the date that is 46 months from the closing date of the IPO).
Item 5.07. Submissionof Matters to a Vote of Security Holders.
On May 6, 2025, the record date for the Meeting, there were 2,917,490 shares of common stock of the Company entitled to vote at the Meeting. On June 5, 2025, the Company held the Meeting, of which 1,595,551 (or approximately 54.69%) shares of common stock of the Company entitled to vote, were represented in the Meeting either in person or by proxy.
The final results for each of the matters submitted to a vote of Company stockholders at the Meeting are as follows:
1. Charter Amendment
Stockholders approved the proposal to amend the Company’s amended and restated certificate of incorporation, as amended on September 8, 2023, June 4, 2024 and December 6, 2024 to extend the date by which the Company has to consummate a business combination from June 13, 2025 (the date that is 42 months from the closing date of the IPO) to October 13, 2025 (the date that is 46 months from the closing date of the IPO). Approval of the Charter Amendment required the approval of at least fifty percent (50%) of outstanding shares of common stock which were present in person or by proxy and entitled to vote thereon at the Meeting. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 1,595,204 | 300 | 47 | 0 |
2. Trust Amendment
Stockholders approved the proposal to amend the Company’s investment management trust agreement, dated as of December 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as amended on March 13, 2023, September 8, 2023, June 4, 2024 and December 6, 2024, to provide the Company with the discretion to extend the date on which to commence liquidating the Trust Account by four (4) times for an additional one (1) month each time from June 13, 2025 to October 13, 2025 by depositing into the trust account an aggregate amount equal to $0.075 multiplied by the number of Public Share that has not been redeemed for each one-month extension. Approval of the Trust Amendment required the approval of at least fifty percent (50%) of outstanding shares of common stock present in person or by proxy and entitled to vote thereon at the Meeting. The voting results were as follows:
| FOR | AGAINST | ABSTAIN | BROKER NON-VOTES |
|---|---|---|---|
| 1,595,104 | 300 | 147 | 0 |
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3. Election of Directors
Stockholders elected all of the five nominees for directors to serve until the next annual meeting of stockholders and until their respective successors have been elected and has qualified, or until their earlier resignation, removal or death. The voting results were as follows:
| FOR | WITHHELD | BROKER<br> NON-VOTE | ||||
|---|---|---|---|---|---|---|
| Cheuk Hang Chow | 1,595,342 | 209 | 0 | |||
| Felix Yun Pun Wong | 1,595,351 | 200 | 0 | |||
| Michael Lawrence Coyne | 1,595,551 | 0 | 0 | |||
| Albert Chang | 1,595,351 | 200 | 0 | |||
| Yan Xu | 1,595,351 | 200 | 0 |
As there were sufficient votes to approve the above proposals, Proposal No. 4, the “Adjournment Proposal” described in the Company’s definitive proxy, which was filed with the Securities and Exchange Commission (the “SEC”) on May 12, 2025 was not presented to the stockholders.
Item 8.01. Other Events.
In connection with the stockholders vote at the Meeting, 103,328 shares of common stock were tendered for redemption. Following such redemption, the amount of funds remaining in the trust account is approximately $2,118,245.88.
The Company issued the press release filed herewith on June 11, 2025, which is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. FinancialStatements and Exhibits
(c) Exhibits:
| Exhibit No. | Description |
|---|---|
| 3.1 | Fourth Amendment to the Amended And Restated Certificate of Incorporation |
| 10.1 | Amendment to the investment management trust agreement with Continental Stock Transfer & Trust Company dated as of June 5, 2025 |
| 99.1 | Press Release dated June 11, 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 | |
|---|---|
| Dated: June 11, 2025 | /s/ Cheuk Hang Chow |
| Cheuk Hang Chow | |
| Chief Executive Officer |
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Exhibit3.1
| Name : | INCEPTION GROWTH ACQUISITION LIMITED |
|---|---|
| Service : | Filing Domestic Amendment |
| Jurisdiction : | US - DE - Secretary of State |
| Thru Date: | 06/10/2025 |
| Results : | |
| File No. 5359386 |
Reasonable care is exercised in the completion of all requests, however, as the responsibility for the accuracy of the public records rests with the filing officer, we accept no liability for the report contained herein.
Delaware
TheFirst State
I,CHARUNI PATIBANDA-SANCHEZ , SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OFTHE CERTIFICATE OF AMENDMENT OF “INCEPTION GROWTH ACQUISITION LIMITED”, FILED IN THIS OFFICE ON THE TENTH DAY OF JUNE, A.D.2025, AT 12:27 O’CLOCK P . M .
| /s/ Charuni Patibanda-Sanchez |
|---|
| Charuni Patibanda-Sanchez, Secretary of State |
| 5359386 8100 | Authentication: 203906149 |
|---|---|
| SR# 20253020790 | Date: 06-10-25 |
| You may verify this certificate online at corp.delaware.gov/authver.shtml |
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FOURTHAMENDMENT TO THE AMENDED AND RESTATEDCERTIFICATE OF INCORPORATION OFINCEPTION GROWTH ACQUISITION LIMITED
June 5, 2025
Inception Growth Acquisition Limited, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation is “Inception Growth Acquisition Limited” The original certificate of incorporation (the “OriginalCertificate”) was filed with the Secretary of State of the State of Delaware on March 4, 2021.
2. On December 8, 2021, in connection with the IPO, the Company adopted its Amended and Restated Certificate of Incorporation (the “Amendedand Restated Certificate”).
3. The First Amendment, the Second Amendment and the Third Amendment to the Amended and Restated Certificate were duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
4. This Fourth Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
5. The text of section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:
“Immediately after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”) on June 25, 2021, as amended (the “Registration Statement”), shall be deposited in a trust account (the “TrustAccount”), established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $50,000 interest to pay dissolution expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 42 months (or up to 46 months if the Corporation elects to extend the amount of time to complete a Business Combination in accordance with the terms of the Investment Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company (as in effect as of the date of this Amended and Restated Certificate) (in any case, such date being referred to as the “TerminationDate”) from the closing of the Offering and (iii) the redemption of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate relating to stockholders’ rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part of the units sold in the Offering (the “OfferingShares”) (whether such Offering Shares were purchased in the Offering or in the secondary market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation, or affiliates of any of the foregoing) are referred to herein as “Public Stockholders.”
| Stateof DelawareSecretary of StateDivision of CorporationsDelivered 12:27 PM 06/10/2025FILED 12:27 PM 06/10/2025SR 20253020790 - File Number 5359386 |
|---|
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IN WITNESS WHEREOF, Inception Growth Acquisition Limited has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its behalf by an authorized officer as of the date first set above.
| Inception Growth Acquisition Limited | |
|---|---|
| By: | /s/ Cheuk hang Chow |
| Name: | Cheuk hang Chow |
| Title: | Chief Executive Officer and Director |
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Exhibit 10.1
FIFTH AMENDMENT TO THEINVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 5 (this “Amendment”), dated as of June 5, 2025, to the Investment Management Trust Agreement (as defined below) is made by and between Inception Growth Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated December 8, 2021, as amended on March 13, 2023, September 8, 2023, June 4, 2024 and December 6, 2024 (the “Trust Agreement”);
WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and
WHEREAS, at a Stockholders Meeting of the Company held on June 5, 2025, the Company’s stockholders approved a proposal to amend the Trust Agreement to provide the Company with the discretion to extend the date on which to commence liquidating the Trust Account by four (4) times for an additional one (1) month each time from June 13, 2025 to October 13, 2025 by depositing into the trust account an aggregate amount equal to $0.075 multiplied by the issued and outstanding shares of common stock of the Company issued in the IPO that has not been redeemed for each one-month extension in the event the Company has not consummated a business combination by June 13, 2025.
NOW THEREFORE, IT IS AGREED:
- Preamble. The fifth WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:
“WHEREAS, if a Business Combination is not consummated within the 42-month period following the closing of the Offering, or up to 46 months if the Company extends the period of time by four one-month periods (each, an “Extension”), by depositing an aggregate amount equal to $0.075 multiplied by the issued and outstanding shares of common stock of the Company issued in the IPO that has not been redeemed for each one-month extension (each, an “Applicable Deadline”), as applicable; and;”
- Exhibit D. Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows.
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30^th^ Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Re: Trust Account — Extension Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(j) of the Investment Management Trust Agreement between Inception Growth Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company, dated as of December 8, 2021, as amended on March 13, 2023, September 8, 2023, June 4, 2024, December 6, 2024 and June 5, 2025 (“Trust Agreement”), this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from _______ to _________ (the “Extension”).
This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.
In accordance with the terms of the Trust Agreement, we hereby authorize you to deposit $[__] (which is an aggregate amount equal to $0.075 multiplied by the issued and outstanding shares of common stock of the Company issued in the IPO that has not been redeemed), which will be wired to you, into the Trust Account investments upon receipt.
This is the ____ of up to twenty five Extension Letters.
| Very truly yours, | |
|---|---|
| Inception Growth Acquisition Limited | |
| By: | |
| Name: | Cheuk Hang Chow |
| Title: | Chief Executive Officer and Chairman of the Board |
cc: EF Hutton, division of Benchmark Investments, LLC
All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.
This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.
This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.
This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.
[Signature Page Follows]
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IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.
| CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee | |
|---|---|
| By: | /s/ Francis Wolf |
| Name: | Francis Wolf |
| Title: | Vice President |
| INCEPTION GROWTH ACQUISITION LIMITED | |
| --- | --- |
| By: | /s/ Cheuk Hang Chow |
| Name: | Cheuk Hang Chow |
| Title: | Chief Executive Officer |
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Exhibit 99.1
Inception Growth Acquisition Limited AnnouncesExtension of Business Combination Period
New York, June 11, 2025 (GLOBE NEWSWIRE) -- Inception Growth Acquisition Limited (NASDAQ: IGTA, the “Company”), a publicly traded special purpose acquisition company, announced today that at its annual meeting of stockholders on June 5, 2025 (the “Meeting”), the Company’s stockholders voted in favor of, among others, the proposals to amend (i) its amended and restated certificate of incorporation; and (ii) the investment management trust agreement with Continental Stock Transfer & Trust Company, giving the Company the right to extend the date on which to commence liquidating the trust account established in connection with the Company’s initial public offering (the “Trust Account”) by four (4) times for an additional one (1) month each time from June 13, 2025 to October 13, 2025 by depositing into the trust account an aggregate amount equal to $0.075 multiplied by the number of common stock issued in the Company’s initial public offering that has not been redeemed for each one-month extension. The purpose of the extension is to provide additional time for the Company to complete a business combination.
Contact
Inception Growth Acquisition Limited
Investor Relationship Department
(315) 636-6638