Inception Growth Seeks Another Extension Amid Delisting Fallout

TL;DR

**IGTAW is a zombie SPAC, begging for more time after getting delisted from Nasdaq; redeem your shares if you can, this ship is sinking slowly.**

AI Summary

Inception Growth Acquisition Ltd (IGTAW) is seeking stockholder approval to extend its deadline for completing a business combination from October 13, 2025, to February 13, 2026. This extension, if approved, would be the latest in a series of extensions since its December 8, 2021 IPO, which initially provided 15-21 months. The company has already extended its deadline multiple times, including to September 13, 2023, June 13, 2024, December 13, 2024, and October 13, 2025, through various stockholder approvals and deposits into its Trust Account. Notably, IGTAW was delisted from Nasdaq on December 17, 2024, for failing to complete a business combination by December 8, 2024, as required by Nasdaq IM-5101-2, and now trades on the OTC Markets. As of September 12, 2025, the redemption price per Public Share was approximately $12.43, based on a Trust Account balance of approximately $2,196,062.62, while the closing price on the OTC Markets was $11.50.

Why It Matters

This filing is critical for IGTAW investors as it directly impacts the SPAC's ability to complete a business combination, which is its sole purpose. The repeated extensions and the prior delisting from Nasdaq on December 17, 2024, due to non-compliance with IM-5101-2, signal significant challenges in finding a suitable target. For investors, this means continued uncertainty and potential dilution if more shares are redeemed, while the current OTC Markets trading at $11.50, below the $12.43 redemption price, highlights liquidity concerns and a competitive disadvantage compared to other SPACs still listed on major exchanges.

Risk Assessment

Risk Level: high — The risk level is high because Inception Growth Acquisition Ltd was delisted from Nasdaq on December 17, 2024, for failing to complete a business combination by December 8, 2024, as per Nasdaq IM-5101-2. The company now trades on the OTC Markets, which typically offers lower liquidity and transparency. Furthermore, the current market price of $11.50 per Public Share on September 12, 2025, is below the redemption price of approximately $12.43, indicating a potential loss for investors selling on the open market.

Analyst Insight

Investors should carefully consider redeeming their Public Shares at the approximate $12.43 redemption price if they do not wish to continue holding a delisted SPAC with a history of multiple extensions. Given the current OTC market price of $11.50, redemption offers a superior return compared to selling on the open market, assuming sufficient liquidity for redemption.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

N/A

total Debt

N/A

net Income

N/A

eps

N/A

gross Margin

N/A

cash Position

$2,196,062.62

revenue Growth

N/A

Key Numbers

• $0.075 — Extension Payment per Public Share (Required deposit for each one-month extension from October 13, 2025, to February 13, 2026)
• $12.43 — Redemption Price per Public Share (Approximate value as of September 12, 2025, based on Trust Account balance)
• $11.50 — Closing Price per Public Share (On OTC Markets as of September 12, 2025)
• $2,196,062.62 — Trust Account Balance (Aggregate amount on deposit as of September 12, 2025)
• December 8, 2021 — IPO Closing Date (Initial public offering date)
• December 8, 2024 — Nasdaq Delisting Deadline (Deadline to complete a business combination under Nasdaq IM-5101-2, which IGTAW missed)
• December 17, 2024 — Nasdaq Delisting Date (Date IGTAW securities were suspended from trading on Nasdaq)
• October 13, 2025 — Current Termination Date (Existing deadline for business combination before proposed extension)
• February 13, 2026 — Extended Date (Proposed new deadline for business combination)

Key Players & Entities

• Inception Growth Acquisition Ltd (company) — Registrant and SPAC
• Cheuk Hang Chow (person) — Chief Executive Officer and Chairman of the Board
• Continental Stock Transfer & Trust Company (company) — Trustee for the Trust Account
• Nasdaq (regulator) — Former listing exchange, delisted IGTAW
• Loeb & Loeb LLP (company) — Location of the Special Meeting of Stockholders
• Advantage Proxy (company) — Proxy solicitor
• Karen Smith (person) — Contact at Advantage Proxy
• Securities and Exchange Commission (regulator) — Filing oversight body

FAQ

Risk Factors

• Failure to Complete Business Combination and Nasdaq Delisting [high — regulatory]: IGTAW failed to complete a business combination by the Nasdaq deadline of December 8, 2024, leading to its delisting from Nasdaq on December 17, 2024. The company now trades on the OTC Markets. This failure and subsequent delisting indicate significant challenges in executing its business strategy and may impact future financing and investor confidence.
• Depleting Trust Account and Extension Costs [high — financial]: The company has repeatedly extended its deadline, incurring costs for each extension. The current proposed extension requires a deposit of $0.075 per Public Share. With a Trust Account balance of approximately $2,196,062.62 as of September 12, 2025, and a redemption price of $12.43 per share, the ability to fund further extensions is limited and dependent on stockholder support.
• Trading Below Redemption Value [medium — market]: As of September 12, 2025, IGTAW's common stock was trading on the OTC Markets at $11.50 per share, which is below the approximate redemption price of $12.43 per share. This suggests a lack of market confidence in the company's prospects for a successful business combination.
• History of Extensions and Missed Deadlines [medium — operational]: IGTAW has a history of extending its business combination deadline since its IPO on December 8, 2021. The company has utilized multiple extensions, including approvals on March 13, 2023, September 8, 2023, June 4, 2024, December 6, 2024, and June 5, 2025. This pattern raises concerns about the company's ability to identify and close a suitable target.

Industry Context

Inception Growth Acquisition Ltd operates within the Special Purpose Acquisition Company (SPAC) sector. This sector has seen significant volatility, with many SPACs facing challenges in identifying and completing business combinations within their mandated timelines. Increased regulatory scrutiny and market conditions have made it more difficult for SPACs to execute deals, leading to a trend of extensions and, in some cases, liquidations.

Regulatory Implications

The company's delisting from Nasdaq highlights the strict regulatory requirements for SPACs. Failure to comply with rules like Nasdaq IM-5101-2 regarding the completion of a business combination can lead to delisting, impacting liquidity and investor perception. The ongoing need for extensions also subjects the company to scrutiny regarding its ability to meet its obligations.

What Investors Should Do

1. Review the proposed Charter Amendment and Trust Amendment carefully.
2. Evaluate the current market price ($11.50) against the redemption price ($12.43).
3. Assess the likelihood of IGTAW completing a business combination by the proposed new deadline.
4. Vote on the proposals at the Special Meeting.

Key Dates

• 2021-12-08: IPO Closing Date — Initial date from which the 15-21 month period to complete a business combination began.
• 2024-12-08: Original Nasdaq Business Combination Deadline — The deadline IGTAW was required to complete a business combination under Nasdaq IM-5101-2.
• 2024-12-17: Nasdaq Delisting Date — IGTAW's securities were suspended from trading on Nasdaq due to failure to meet listing requirements.
• 2025-10-13: Current Termination Date — The current deadline for IGTAW to complete a business combination before the proposed extension.
• 2026-02-13: Proposed Extended Date — The new deadline for IGTAW to complete a business combination if the Charter Amendment Proposal is approved.
• 2025-09-12: Trust Account Balance and Share Price Data — Provides current financial status, showing Trust Account balance ($2,196,062.62) and OTC closing price ($11.50) relative to redemption price ($12.43).

Glossary

DEF 14A

A filing with the U.S. Securities and Exchange Commission (SEC) that provides detailed information to shareholders when a company is soliciting proxies for its annual or special meeting. (This document is the DEF 14A filing, outlining the proposals and information relevant to the Special Meeting of Stockholders.)

Special Purpose Acquisition Company (SPAC)

A shell company that is formed to raise capital through an initial public offering (IPO) for the purpose of acquiring an existing company. (IGTAW is a SPAC, and its primary objective is to find and merge with a target company.)

Business Combination

The acquisition of a target company by a SPAC, which results in the SPAC merging with or acquiring the target. (The core purpose of IGTAW is to complete a business combination within a specified timeframe.)

Trust Account

An account established by a SPAC to hold the proceeds from its IPO, which are typically used to fund the business combination or returned to shareholders upon liquidation. (The balance in the Trust Account is critical for redemptions and funding extension payments.)

Redemption Price

The price at which public shareholders can redeem their shares, typically equal to their pro-rata share of the Trust Account balance. (The redemption price of $12.43 per share is a key factor for shareholders deciding whether to redeem or approve extensions.)

Extension Payment

A payment made by the SPAC to its Trust Account, usually per share, to extend the deadline for completing a business combination. (IGTAW is proposing an Extension Payment of $0.075 per Public Share for each monthly extension.)

Year-Over-Year Comparison

This DEF 14A filing indicates a continued struggle for Inception Growth Acquisition Ltd to complete a business combination, necessitating further extensions. Unlike previous filings where the company was listed on Nasdaq, it has now been delisted, trading on the OTC Markets as of December 17, 2024. The Trust Account balance remains significant ($2,196,062.62 as of September 12, 2025), but the market price ($11.50) is below the redemption value ($12.43), reflecting diminished investor confidence and increased risk compared to prior periods.

Key Financial Figures

• $0.075 m — st account an aggregate amount equal to $0.075 multiplied by the number of common stock
• $100,000 — trust account the lesser of (i) $100,000 and (ii) an aggregate amount equ
• $0.04 m — ii) an aggregate amount equal to $0.04 multiplied by the number of Public Share
• $50,000 — trust account the lesser of (i) $50,000 and (ii) an aggregate amount equ
• $11,199 — Company deposited a monthly deposit of $11,199 into the Trust Account in order to exte
• $13,249.65 —  11, 2025, the Company deposited $13,249.65 into the Trust Account in order to exte
• $12.43 b — rice per Public Share was approximately $12.43 based on the aggregate amount on deposit
• $2,196,062.62 — t in the Trust Account of approximately $2,196,062.62 as of September 12, 2025 (includ
• $11.50 — arkets on September 12, 2025 was $11.50. The Company cannot assure its stockhol
• $12 — rice per Public Share was approximately $12.43, based on the aggregate amount on de

Filing Documents

• ea0255774-02.htm (DEF 14A) — 355KB
• 0001213900-25-087973.txt ( ) — 356KB

From the Filing

DEF 14A 1 ea0255774-02.htm PROXY STATEMENT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ___________________ Schedule 14A ___________________ Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant   Filed by a Party other than the Registrant   Check the appropriate box:   Preliminary Proxy Statement   Confidential, for Use of the Commission Only (as permitted by Rule 14a -6 (e)(2))   Definitive Proxy Statement   Definitive Additional Materials   Soliciting Material Pursuant to §240.14a -12 INCEPTION GROWTH ACQUISITION LIMITED (Name of Registrant as Specified In Its Charter) _________________________________________________________________ (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box):   No fee required.   Fee paid previously with preliminary materials.   Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a -6 (i)(1) and 0 -11   INCEPTION GROWTH ACQUISITION LIMITED 875 Washington Street New York, NY September 16, 2025 Dear Stockholders: On behalf of the Board of Directors of Inception Growth Acquisition Limited (the “ Company ” or “ we ”), I hereby invite you to attend our Special Meeting of Stockholders (the “ Special Meeting ”). We hope you can join us. The Special Meeting will be held:   At:   Loeb & Loeb LLP, 2206 -19 Jardine House, 1 Connaught Place Central, Hong Kong SAR .     On:   October 9, 2025     Time:    10 a.m. local time The Notice of Special Meeting of Stockholders, the Proxy Statement and the proxy card accompanying this letter will be first mailed to our stockholders on or about September 23, 2025. As discussed in the enclosed Proxy Statement, the Special Meeting will be devoted to: (i)       A proposal to amend (the “ Charter Amendment Proposal ”) the Company’s amended and restated certificate of incorporation, as amended on September 8, 2023, June 4, 2024, December 6, 2024 and June 5, 2025 (the “ Charter ”) to extend the date by which the Company has to consummate a business combination (the “ Extension ”) from October 13, 2025 (the “ Current Termination Date ”) (the date that is 46 months from the closing date of the Company’s initial public offering (the “ IPO ”) to February 13, 2026 (the date that is 50 months from the closing date of the IPO) (the “ Extended Date ”). A copy of the proposed amendment to the Charter (the “ Charter Amendment ”) is attached hereto as Annex A ; (ii)      A proposal to amend (the “ Trust Amendment Proposal ”) the Company’s investment management trust agreement (the “ Trust Agreement ”), dated as of December 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company (the “ Trustee ”), as amended on March 13, 2023, September 8, 2023, June 4, 2024, December 6, 2024 and June 5, 2025, 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 four (4) times for an additional one (1) month each time from October 13, 2025 (the “ Current Termination Date ”) to February 13, 2026 by depositing into the trust account an aggregate amount equal to $0.075 multiplied by the number of common stock issued in the IPO (each, a “ Public Share ”) that has not been redeemed (the “ Extension Payment ”) for each one -month extension. A copy of the proposed amendment to the Trust Agreement (the “ Trust Amendment ”) is attached hereto as Annex B ; and (iii)     To act on such other matters as may properly come before the meeting or any adjournment or adjournments thereof (the “ Adjournment Proposal ”). The Company’s IPO prospectus dated December 8, 2021 provides that the Company initially had until 15 months (or up to 21 months, if the Company extends the time to complete a business combination as described in the prospect

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View this DEF 14A filing on SEC EDGAR