Inception Growth Acquisition Ltd. Files 8-K on Financial Obligations

TL;DR

IGTA filed an 8-K detailing new financial obligations and equity sales.

AI Summary

Inception Growth Acquisition Ltd. (IGTA) announced on October 1, 2024, the creation of a direct financial obligation and unregistered sales of equity securities. This filing details the company's financial obligations and the issuance of new equity, impacting its capital structure.

Why It Matters

This filing provides insight into Inception Growth Acquisition Ltd.'s financial commitments and equity issuance, which could affect its future financial performance and shareholder value.

Risk Assessment

Risk Level: medium — Filings related to financial obligations and equity sales can introduce financial risks and dilution, requiring careful investor scrutiny.

Key Players & Entities

• Inception Growth Acquisition Ltd. (company) — Filer of the 8-K report
• IGTA (company) — Ticker symbol for Inception Growth Acquisition Ltd.
• 0001866838 (company) — Central Index Key for Inception Growth Acquisition Ltd.
• October 1, 2024 (date) — Date of the reported events

FAQ

Key Financial Figures

• $0.0001 — onsisting of one share of common stock, $0.0001 par value, one-half (1/2) of one redeem
• $11.50 — of common stock at an exercise price of $11.50 IGTAW The Nasdaq Stock Market LLC
• $3,000,000 — to the Company the principal amount of $3,000,000 (the " Pre-Paid Advance "), which shall
• $2,000,000 — vance shall be in a principal amount of $2,000,000 and advanced upon the date of closing o
• $1,000,000 — vance shall be in a principal amount of $1,000,000 and advanced on the second trading day
• $30 million — lates purchase by the Investor of up to $30 million in aggregate gross purchase price for n

Filing Documents

• ea0216947-8k425_inception.htm (8-K) — 60KB
• ea021694701ex10-1_inception.htm (EX-10.1) — 311KB
• ea021694701ex10-2_inception.htm (EX-10.2) — 79KB
• ea021694701ex10-3_inception.htm (EX-10.3) — 134KB
• ea021694701ex10-4_inception.htm (EX-10.4) — 23KB
• ex10-1_001.jpg (GRAPHIC) — 4KB
• 0001213900-24-085895.txt ( ) — 971KB
• igta-20241001.xsd (EX-101.SCH) — 4KB
• igta-20241001_def.xml (EX-101.DEF) — 27KB
• igta-20241001_lab.xml (EX-101.LAB) — 38KB
• igta-20241001_pre.xml (EX-101.PRE) — 26KB
• ea0216947-8k425_inception_htm.xml (XML) — 9KB

01 Entry into

Item 1.01 Entry into a Material Definitive Agreement. As previously disclosed, on September 12, 2023, Inception Growth Acquisition Limited (" IGTA "), entered into that certain Business Combination Agreement (as may be amended, supplemented or otherwise modified from time to time, the " Business Combination Agreement ") with IGTA Merger Sub Limited, a British Virgin Islands company and wholly owned subsidiary of IGTA (" Merger Sub " or " Pubco "), AgileAlgo Holdings Ltd., a British Virgin Islands company (" AgileAlgo "), and certain shareholders of AgileAlgo which provides for a business combination between IGTA and AgileAlgo (the " Business Combination "). IGTA before the closing of the Business Combination, and Pubco after the closing of the Business Combination, are referred to as the " Company ." At the effective time of the Business Combination pursuant to the Business Combination Agreement, IGTA will merge into Pubco, and AgileAlgo will become a subsidiary of Pubco. On October 1, 2024, AgileAlgo, IGTA and Merger Sub entered into a Standby Equity Purchase Agreement (the " SEPA ") with YA II PN, Ltd. (the " Investor "). Pre-Paid Advances of the conditions set forth in the SEPA, the Investor shall advance to the Company the principal amount of $3,000,000 (the " Pre-Paid Advance "), which shall be evidenced by convertible promissory notes in the form attached thereto (each a " Promissory Note "), which is also attached to this Current Report on Form 8-K as Exhibit 10.3 and is incorporated herein by reference. The first Pre-Paid Advance shall be in a principal amount of $2,000,000 and advanced upon the date of closing of the Business Combination, and the second Pre-Paid Advance shall be in a principal amount of $1,000,000 and advanced on the second trading day after the initial registration statement filed pursuant to the Registration Rights Agreement (as defined below) becomes effective and the required shareholder approval has be

03 Creation

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant. The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.

02 Unregistered

Item 3.02 Unregistered Sales of Equity Securities The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference. In the SEPA, the Investor represented to IGTA and Merger Sub, among other things, that it is an "accredited investor" (as such term is defined in Rule 501(a) of Regulation D under the Securities Act). The securities referred to in this Current Report on Form 8-K are being issued and sold by the Company to the Investor in reliance upon the exemption from the registration requirements of the Securities Act afforded by Section 4(a)(2) of the Securities Act. Additional Information and Where to Find It In connection with the proposed Business Combination, Pubco has filed a registration statement on Form S-4 (the " Registration Statement ") that contains a proxy statement of IGTA and a prospectus for registration of shares and securities of Pubco. The Registration Statement has not been declared effective by the SEC. Following and otherwise disseminated to IGTA's stockholders. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS OF IGTA ARE URGED TO READ THESE MATERIALS CAREFULLY AND IN THEIR ENTIRETY WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION ABOUT IGTA, PUBCO, AGILEALGO, THE PROPOSED BUSINESS COMBINATION, AND RELATED MATTERS. The proxy statement/prospectus and other relevant materials (when they become available), and any other documents filed by Pubco and IGTA with the SEC, may be obtained free of charge at the SEC website at www.sec.gov. In addition, investors and security holders may obtain free copies of the documents filed with the SEC by IGTA by directing a written request to: Inception Growth Acquisition Limited, 875 Washington Street, New York, NY 10014. Participants in the Solicitation IGTA, AgileAlgo and each of the

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain "forward-looking that are not historical facts, including statements about the proposed Business Combination and financing transactions described above, and the parties' perspectives and expectations, are forward-looking statements. Such statements include, but are not limited to, equity value, the benefits of the proposed transaction, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the closing of any financing in connection with the proposed Business Combination, including in connection with the Financing Agreements, the expected management and governance of Pubco, and the expected timing of the transactions of the Business Combination and any financing. The words "expect," "believe," "estimate," "intend," "plan" and similar expressions indicate forward-looking statements. These forward-looking about general economic, market, industry and operational factors), known or unknown, which could cause the actual results to vary materially from those indicated or anticipated.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. Exhibit No. Description 10.1 Standby Equity Purchase Agreement dated October 1, 2024 by and among Inception Growth Acquisition Limited, AgileAlgo, IGTA Merger Sub Limited and YA II PN, Ltd. 10.2 Registration Rights Agreement dated October 1, 2024 by and among Inception Growth Acquisition Limited, AgileAlgo, IGTA Merger Sub Limited and YA II PN, Ltd. 10.3 Form of Promissory Note 10.4 Form of Global Guaranty Agreement 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4

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 By: /s/ Cheuk Hang Chow Name: Cheuk Hang Chow Title: Chief Executive Officer Date: October 7, 2024 5

View Full Filing

View this 8-K filing on SEC EDGAR