Item
1.01. Entry into a Material Definitive Agreement.
On
March 3, 2023, Inception Growth Acquisition Limited (the “Company”) and Soul Venture Partners LLC (the “Sponsor”)
entered into non-redemption agreements (“Non-Redemption Agreement”) with an unaffiliated third parties in exchange
for such third party agreeing not to redeem an aggregate of 400,000 shares of the Company’s common stock (the “Common
Stock”) sold in its initial public offering (“Non-Redeemed Shares”) in connection with the annual
meeting of the stockholders called by the Company to be held on March 13, 2023 (the “Meeting”) to consider
and approve, among other things, an amendment to the Company’s investment management trust agreement dated December 8, 2021, (the
“Trust Amendment Proposal”) to extend the time for the Company to complete its initial business combination
for a period of six months without having to make any payment to the trust account established in connection with the Company’s
initial public offering. In exchange for the foregoing commitments not to redeem such Non-Redeemed Shares, the Sponsor has agreed to
transfer to such third party an aggregate of up to 120,000 shares of the Common Stock held by the Sponsor following the Meeting if they
continue to hold such Non-Redeemed Shares through the Meeting. The Sponsor intends to enter into additional Non-Redemption Agreements
prior to the Meeting. The Company has waived the transfer restrictions set forth in the Letter Agreement dated December 8, 2021, between
the Company and Sponsor (the “Letter Agreement”), regarding the transfers of the Common Stock contemplated
by the Non-Redemption Agreement. Pursuant to the Underwriting Agreement, dated as of December 8, 2021, by and between the Company
and EF Hutton, division of Benchmark Investments, LLC (“EF Hutton”), which was filed as Exhibit 1.1 to the
Company’s Form 8-K filed with the Securities and Exchange Commission on December 13, 2021, EF Hutton has consented in writing to
waive the transfer restrictions set forth in Sections 15 and 18 of the Letter Agreement in connection to the transfers of the Common
Stock contemplated by the Non-Redemption Agreements.
In
addition, the Company has agreed that, to mitigate the current uncertainty surrounding the implementation of the Inflation Reduction
Act of 2022, funds held in the Company’s trust account, including any interest thereon, will not be used to pay for any excise
tax liabilities with respect to any future redemptions prior to or in connection with the Extension, an initial business combination
or the liquidation of the Company.
The
Non-Redemption Agreements are not expected to increase the likelihood that the Trust Amendment Proposal is approved by the Company’s
stockholders but are expected to increase the amount of funds that remain in the Company’s trust account following the Meeting.
The
foregoing summary of the Non-Redemption Agreement does not purport to be complete and is qualified in its entirety by reference to the
form of Non-Redemption Agreement filed herein as Exhibit 10.1 and incorporated herein by reference.
Participants
in the Solicitation
The
Company and its directors and executive officers and other persons may be deemed to be participants in the solicitation of proxies from
the Company’s stockholders in respect of the Meeting. Information regarding the Company’s directors and executive officers
is available in its definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”)
on March 1, 2023, for the Meeting (the “Proxy Statement”). Additional information regarding the participants
in the proxy solicitation and a description of their direct and indirect interests are contained in the Proxy Statement (defined below).
No
Offer or Solicitation
This
communication shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale
of securities in any jurisdiction in which the offer, solicitation or sale would be unlawful prior to the registration or qualification
under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the
requirements of Section 10 of the Securities Act of 1933, as amended.
Additional
Information
The
Company has filed the Proxy Statement with the SEC for the Meeting to consider and vote upon the Trust Amendment Proposal and other matters
and, beginning on or about March 2, 2023, mailed the Proxy Statement and other relevant documents to its stockholders as of the February
23, 2023 record date for the Meeting. The Company’s stockholders and other interested persons are advised to read the Proxy
Statement and any other relevant documents that have been or will be filed with the SEC in connection with the Company’s solicitation
of proxies for the Meeting because these documents will contain important information about the Company, the Trust Amendment Proposal
and related matters. Stockholders may also obtain a free copy of the Proxy Statement, as well as other relevant documents that have been
or will be filed with the SEC, without charge, at the SEC’s website located at www.sec.gov or by directing a request
to Advantage Proxy, P.O. Box 13581, Des Moines, WA 98198 Attention: Karen Smith, Telephone: 877-870-8565.