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): December 2, 2024
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
On December 2, 2024, Inception Growth Acquisition Limited (the “Company”), in connection with its special meeting of stockholders to be held on December 6, 2024 (the “Special Meeting”) for the purpose of approving the proposals set forth in the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on November 18, 2024, filed a supplement to its definitive proxy statement with the SEC. The supplement to its definitive proxy statement proposes 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 IPO by six (6) times for an additional one (1) month each time from the Current Termination Date to the Extended Date by depositing into the Trust Account an aggregate amount equal to $0.04 multiplied by the number of shares of common stock issued in the IPO that have not been redeemed for each one-month extension. All capitalized terms not defined herein shall have the respective meanings ascribed to them in the Company’s December 2, 2024 supplement to its definitive proxy statement.
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: December 2, 2024
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