Additional Proxy Soliciting Materials (definitive) (defa14a)
09 March 2023 - 8:52AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
Form 8-K
Current Report
Pursuant to Section
13 or 15(d) of the
Securities Exchange
Act of 1934
March 6, 2023
Date of Report (Date of
earliest event reported)
INCEPTION GROWTH ACQUISITION
LIMITED
(Exact Name of Registrant
as Specified in its Charter)
Delaware |
|
001-41134 |
|
86-2648456 |
(State or other jurisdiction
of incorporation) |
|
(Commission File Number) |
|
(I.R.S. Employer
Identification No.) |
875
Washington Street New
York, NY |
|
10014 |
(Address of Principal Executive Offices) |
|
(Zip Code) |
Registrant’s telephone
number, including area code: (315) 636-6638
N/A
(Former name or former
address, if changed since last report)
Check the appropriate
box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following
provisions:
☐ |
Written communications pursuant to Rule 425 under the Securities Act |
☒ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act |
☐ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act |
Indicate by check mark
whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule
12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
Emerging growth company ☒
If an emerging growth company, indicate by check
mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting
standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Securities registered
pursuant to Section 12(b) of the Act:
Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
Units, each consisting of one share of common stock, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling the holder to receive one-tenth of a share of common stock |
|
IGTAU |
|
The Nasdaq Stock Market LLC |
Common Stock, par value $0.0001 per share |
|
IGTA |
|
The Nasdaq Stock Market LLC |
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 |
|
IGTAW |
|
The Nasdaq Stock Market LLC |
Rights, each to receive one-tenth of one share of common stock |
|
IGTAR |
|
The Nasdaq Stock Market LLC |
Item 1.01. Entry into a Material Definitive Agreement.
On March 6, 2023, Inception Growth Acquisition Limited (the “Company”)
and Soul Venture Partners LLC (the “Sponsor”) entered into non-redemption agreements (“Non-Redemption
Agreement”) with certain unaffiliated third parties in exchange for such third parties agreeing not to redeem an aggregate
of 2,100,000 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 630,000 shares of the
Common Stock held by the Sponsor following the Meeting if they continue to hold such Non-Redeemed Shares through the Meeting.
On March 7, 2023, the Company and the Sponsor entered into additional
Non-Redemption Agreements with certain unaffiliated third parties in exchange for such parties agreeing not to redeem an aggregate of
625,000 Non-Redeemed Shares. 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 187,500 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 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 Agreements. 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.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is filed herewith:
SIGNATURES
Pursuant to the requirements
of the Securities Exchange Act of 1934, the Registrant has duly caused this Report on Form 8-K to be signed on its behalf as of March
8, 2023 by the undersigned hereunto duly authorized.
|
Inception Growth Acquisition Limited |
|
|
|
By: |
/s/ Felix Yun Pun Wong |
|
|
Felix Yun Pun Wong |
|
|
Chief Financial Officer |
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