Inception Growth Acquisition Ltd. Files 8-K

TL;DR

IGTA filed an 8-K on 6/4/24, signaling major corporate moves.

AI Summary

Inception Growth Acquisition Ltd. (IGTA) announced on June 4, 2024, that it entered into a material definitive agreement. The company also submitted matters to a vote of its security holders and amended its articles of incorporation or bylaws. Specific details regarding the agreement, vote, or amendments were not provided in this filing excerpt.

Why It Matters

This filing indicates significant corporate actions by Inception Growth Acquisition Ltd., potentially impacting its structure or future business operations.

Risk Assessment

Risk Level: medium — The filing indicates significant corporate actions, but the lack of specific details about the material definitive agreement and vote outcomes introduces uncertainty.

Key Players & Entities

• Inception Growth Acquisition Ltd. (company) — Filer of the 8-K
• IGTA (company) — Ticker symbol for Inception Growth Acquisition Ltd.
• 0001866838 (company) — Central Index Key for Inception Growth Acquisition Ltd.
• June 4, 2024 (date) — Date of the reported events
• June 10, 2024 (date) — Filing date of the 8-K

FAQ

Key Financial Figures

• $0.0001 — onsisting of one share of common stock, $0.0001 par value , one-half (1/2) of one redee
• $11.50 — of common stock at an exercise price of $11.50 IGTAW The Nasdaq Stock Market LLC
• $50,000 — nto the trust account the lesser of (i) $50,000 and (ii) an aggregate amount equal to $
• $0.04 m — 0 and (ii) an aggregate amount equal to $0.04 multiplied by the number of common stock

Filing Documents

• ea0207562-8k_inception.htm (8-K) — 54KB
• ea020756201ex3-1_incep.htm (EX-3.1) — 9KB
• ea020756201ex10-1_incep.htm (EX-10.1) — 17KB
• ea020756201ex99-1_incep.htm (EX-99.1) — 3KB
• 0001213900-24-051310.txt ( ) — 327KB
• igta-20240604.xsd (EX-101.SCH) — 4KB
• igta-20240604_def.xml (EX-101.DEF) — 27KB
• igta-20240604_lab.xml (EX-101.LAB) — 38KB
• igta-20240604_pre.xml (EX-101.PRE) — 26KB
• ea0207562-8k_inception_htm.xml (XML) — 9KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement As approved by its stockholders at the Annual Meeting of Stockholders on June 4, 2024 (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 and September 8, 2023, 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 six (6) times for an additional one month each time from June 13, 2024 to December 13, 2024 by depositing into the trust account the lesser of (i) $50,000 and (ii) an aggregate amount equal to $0.04 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. On June 6, 2024, the Company deposited $50,000 into the Trust Account in order to extend the amount of time it has available to complete a business combination from June 13, 2024 to July 13, 2024.

03. Amendments

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As approved by its stockholders at the Meeting on June 4, 2024, the Company filed the second amendment to the amended and restated certificate of incorporation on June 5, 2024 (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, 2024 (the date that is 30 months from the closing date of the IPO) to December 13, 2024 (the date that is 36 months from the closing date of the IPO).

07. Submission

Item 5.07. Submission of Matters to a Vote of Security Holders. On May 7, 2024, the record date for the Meeting, there were 5,588,391 shares of common stock of the Company entitled to vote at the Meeting. On June 4, 2024, the Company held the Meeting, of which 2,828,496 (or approximately 50.61%) 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 to extend the date by which the Company has to consummate a business combination from June 13, 2024 (the date that is 30 months from the closing date of the IPO) to December 13, 2024 (the date that is 36 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 2,455,274 373,222 0 0 1 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 and September 8, 2023, to provide the Company with the discretion to extend the date on which to commence liquidating the Trust Account by six (6) times for an additional one (1) month each time from June 13, 2024 to December 13, 2024 by depositing into the trust account the lesser of (i) $50,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of Public Share that has not been redeemed for each one-month extension. Approval of the Trust Amendment req

01. Other Events

Item 8.01. Other Events. In connection with the stockholders vote at the Meeting, 1,686,707 shares of common stock were tendered for redemption. The Company issued the press release filed herewith on June 10, 2024, which is attached as Exhibit 99.1 and incorporated by reference herein.

01. Financial

Item 9.01. Financial (c) Exhibits: Exhibit No. Description 3.1 Second 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 4, 2024 99.1 Press Release dated June 10, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2

SIGNATURES

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 10, 2024 /s/ Cheuk Hang Chow Cheuk Hang Chow Chief Executive Officer 3

View Full Filing

View this 8-K filing on SEC EDGAR