Inception Growth Acquisition Ltd. Files 8-K

TL;DR

IGTA filed an 8-K on Nov 27, 2024, signaling a major business event.

AI Summary

Inception Growth Acquisition Ltd. (IGTA) filed an 8-K on November 27, 2024, reporting the entry into a material definitive agreement. The filing also includes other events and financial statements/exhibits. Specific details of the agreement, including parties involved and financial implications, are not detailed in this excerpt.

Why It Matters

This 8-K filing indicates a significant event for Inception Growth Acquisition Ltd., potentially related to a merger, acquisition, or other material business development.

Risk Assessment

Risk Level: medium — 8-K filings often precede significant corporate actions, which can introduce volatility and risk for investors.

Key Players & Entities

• Inception Growth Acquisition Ltd. (company) — Registrant
• IGTA (company) — Ticker Symbol
• November 27, 2024 (date) — Date of earliest event reported

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

Filing Documents

• ea0223299-8k425_inception.htm (8-K) — 45KB
• ea022329901ex10-1_inception.htm (EX-10.1) — 5KB
• ex10-1_001.jpg (GRAPHIC) — 13KB
• 0001213900-24-105658.txt ( ) — 304KB
• igta-20241127.xsd (EX-101.SCH) — 4KB
• igta-20241127_def.xml (EX-101.DEF) — 27KB
• igta-20241127_lab.xml (EX-101.LAB) — 38KB
• igta-20241127_pre.xml (EX-101.PRE) — 26KB
• ea0223299-8k425_inception_htm.xml (XML) — 9KB

01 Entry into a

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. Also, as previously disclosed in IGTA's Current Report on Form 8-K filed with Securities and Exchange Commission (the " SEC ") on October 7, 2024, 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 ").The SEPA contains a referenced date of November 21, 2024 after which the Investor would have the right, but not the obligation, to terminate the SEPA. In a letter dated November 27, 2024 to IGTA (the " November Letter "), the Investor agreed not to enforce the referenced termination right prior to January 21, 2025. The foregoing description is qualified in its entirety by the November Letter, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

01 Other Events

Item 8.01 Other Events. The information set forth and incorporated in Item 1.01 of this Current Report on Form 8-K is incorporated by reference herein in its entirety. 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. 1 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

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 Letter from Investor dated November 27, 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 By: /s/ Cheuk Hang Chow Name: Cheuk Hang Chow Title: Chief Executive Officer Date: December 4, 2024 3

View Full Filing

View this 8-K filing on SEC EDGAR