Inception Growth Acquisition Ltd. Files 8-K

TL;DR

IGTA filed an 8-K on 10/22/24 detailing new financial obligations and equity sales.

AI Summary

Inception Growth Acquisition Ltd. (IGTA) announced on October 22, 2024, the entry into a material definitive agreement. This filing also details the creation of direct financial obligations and unregistered sales of equity securities. The company's business address is 875 Washington Street, New York, NY 10014.

Why It Matters

This 8-K filing indicates significant corporate actions, including new financial obligations and equity sales, which could impact the company's financial structure and shareholder value.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements, financial obligations, and unregistered sales of equity, which can introduce financial and operational risks.

Key Players & Entities

• Inception Growth Acquisition Ltd. (company) — Filer of the 8-K report
• 0001866838 (company) — Central Index Key for Inception Growth Acquisition Ltd.
• 875 Washington Street, New York, NY 10014 (location) — Business and mailing address for Inception Growth Acquisition Ltd.
• 2024-10-22 (date) — Date of the 8-K filing and report

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
• $10,000 — GTA to the Sponsor (i.e. monthly fee of $10,000) for administrative services provided f
• $1,000,000 — Commission "), which is the greater of $1,000,000 or 2.5% of the remaining cash in IGTA's
• $2,250,000 — cash in IGTA's Trust Account, capped at $2,250,000. Now under the Discharge Agreement, ins
• $500,000 — s (the " EF Hutton Shares "), valued at $500,000, to be issued on or before Closing, and

Filing Documents

• ea0217916-8k425_inception.htm (8-K) — 53KB
• ea021791601ex10-1_inception.htm (EX-10.1) — 103KB
• ea021791601ex10-2_inception.htm (EX-10.2) — 26KB
• ea021791601ex10-3_inception.htm (EX-10.3) — 20KB
• 0001213900-24-089675.txt ( ) — 475KB
• igta-20241022.xsd (EX-101.SCH) — 4KB
• igta-20241022_def.xml (EX-101.DEF) — 27KB
• igta-20241022_lab.xml (EX-101.LAB) — 38KB
• igta-20241022_pre.xml (EX-101.PRE) — 26KB
• ea0217916-8k425_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 "). 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. Sponsor Loan Conversion Agreement On October 22, 2024, Inception Growth and Merger Sub entered into a Loan Conversion Agreement (the " Sponsor Loan Conversion Agreement ") with Soul Venture Partners LLC (the " Sponsor "), the sponsor in IGTA's initial public offering (the " IPO "), pursuant to which (i) all loans provided by the Sponsor to IGTA to cover various expenses related IGTA's IPO and business combination efforts (some of which were evidenced by certain promissory notes), and (ii) the aggregate amount owed by IGTA to the Sponsor (i.e. monthly fee of $10,000) for administrative services provided from the IPO to the closing of the Business Combination (the " Closing "), shall automatically convert into an aggregate of 240,000 PubCo Ordinary Shares (the " Conversion Shares ") upon the Closing. Satisfaction and Discharge of Indebtedness Agreement On October 22, 2024, Inception Growth, Merger Sub and AgileAlgo entered into an agreement for satisfaction and discharge of indebtedness (the " Discharge Agreement ") with EF Hutton LLC (f/k/a EF Hutton, division of Benchmark Investments, LLC) (" EF Hutton "), the underwriter of the IPO.

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. 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 subject to the Registration Statement being declared effective by the SEC, its definitive proxy statement/prospectus would be mailed or 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 their respective directors, executive officers and certain other members of management and employees may, under SEC rules, be deemed to be participants in the solicitation of proxies from the shareholders of IGTA with respect to the proposed Business Combination and related matters. Information about the directors and executive officers of IGTA, including their ownership of shares of IGTA common stock, is included in the Registration Statement, in IGTA's Annu

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains certain "forward-looking statements" within the meaning of the Securities Act of 1933 and the Securities Exchange Act of 1934, both as amended. Statements 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, statements regarding the proposed Business Combination and transactions, including the anticipated initial enterprise value and post-closing 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 assumptions (including assumptions 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 Sponsor Loan Conversion Agreement dated October 22, 2024 by and among IGTA, Merger Sub and the Sponsor 10.2 Satisfaction and Discharge of Indebtedness Agreement dated October 22, 2024 by and among IGTA, Merger Sub, AgileAlgo and EF Hutton 10.3 Form of Promissory Note to be issued by Merger Sub to EF Hutton 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3

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 22, 2024 4

View Full Filing

View this 8-K filing on SEC EDGAR