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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
Date of Report (Date of earliest event reported):
September 8, 2023
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
As approved by its stockholders at the Special Meeting of Stockholders
on September 8, 2023 (the “Meeting”), Inception Growth Acquisition Limited (the “Company”) entered into an amendment
(the “Trust Amendment”) dated September 8, 2023, to the investment management trust agreement dated December 8, 2021, as amended
on March 13, 2023, by and between the Company and Continental Stock Transfer & Trust Company, 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 nine times for an additional one (1) month each time from September
13, 2023 to June 13, 2024 by depositing into the trust account the lesser of (i) $100,000 and (ii) an aggregate amount equal to $0.04
multiplied by the number of common stock issued in the IPO (each, a “Public Share”) that has not been redeemed for each one-month
extension.
On September
8, 2023, the Company deposited $100,000 into the Trust Account in order to extend the amount of time it has available to complete a business
combination from September 13, 2023 to October 13, 2023.
Item 5.03. Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As
approved by its stockholders at the Meeting on September 8, 2023, the Company filed the first amendment to the amended and restated certificate
of incorporation on September 8, 2023 (the “Charter Amendment”), giving the Company
the right to extend the date by which the Company has to consummate a business combination to June 13, 2024.
Item 5.07. Submission
of Matters to a Vote of Security Holders.
On August 11, 2023, the record date for the Meeting, there were 7,114,136
shares of common stock of the Company entitled to vote at the Meeting. On September 8, 2023, the Company held the Meeting, of which 4,953,622
(or approximately 69.63%) shares of common stock of the Company entitled to vote, were represented in the Meeting either in person or
by proxy.
The
final results for each of the matters submitted to a vote of Company stockholders at the Meeting are as follows:
1. Charter Amendment
Stockholders
approved the proposal to amend the Company’s amended and restated memorandum and articles of association, giving the Company the
right to extend the date by which the Company has to consummate a business combination to June 13, 2024. Approval of the Charter Amendment
required the approval of at least fifty percent (50%) of outstanding shares of common stock were present in person or by proxy and entitled
to vote thereon at the Meeting. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
4,937,307 |
|
16,315 |
|
0 |
|
0 |
2. Trust Amendment
Stockholders
approved the proposal to amend the Company’s investment management trust agreement, dated as of December 8, 2021, as amended on
March 13, 2023, by and between the Company and Continental Stock Transfer & Trust Company to provide the Company with the discretion
to extend the date on which to commence liquidating the Trust Account established in connection with the IPO by nine times for an additional
one (1) month each time from September 13, 2023 to June 13, 2024 by depositing into the trust account the lesser of (i) $100,000 and (ii)
an aggregate amount equal to $0.04 multiplied by the number of Public Share that has not been redeemed for each one-month extension. Approval
of the Trust Amendment required the approval of at least fifty percent (50%) of outstanding shares of common stock present in person or
by proxy and entitled to vote thereon at the Meeting. The voting results were as follows:
FOR |
|
AGAINST |
|
ABSTAIN |
|
BROKER NON-VOTES |
4,937,307 |
|
16,315 |
|
0 |
|
0 |
As there were sufficient votes
to approve the above proposals, Proposal No. 3, the “Adjournment Proposal” as described in the Company’s definitive
proxy statement, which was filed with the Securities and Exchange Commission (the “SEC”) on August 17, 2023 was not presented
to stockholders.
Item 8.01. Other Events.
In connection
with the stockholders vote at the Meeting, 1,525,745 shares of common stock were tendered for redemption. Following such redemptions,
the amount of funds remaining in the trust account is approximately $47,399,867.96 .
Item 9.01. Financial
Statements and Exhibits
(c) Exhibits:
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: September 11, 2023
Exhibit
3.1
|
Delaware |
Page 1 |
|
The First State |
|
I, JEFFREY W. BULLOCK, SECRETARY
OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF AMENDMENT OF “INCEPTION
GROWTH ACQUISITION LIMITED”, FILED IN THIS OFFICE ON THE EIGHTH DAY OF SEPTEMBER, A.D. 2023, AT 8:14 O’CLOCK A.M.
5359386 8100
SR# 20233445474
|
|
|
You may verify this certificate online at corp.delaware.gov/authver.shtml |
Authentication: 204121705
Date: 09-08-23 |
FIRST AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
INCEPTION GROWTH ACQUISITION LIMITED
September 8, 2023
Inception Growth Acquisition
Limited, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”) DOES
HEREBY CERTIFY AS FOLLOWS:
1. The name of the Corporation
is “Inception Growth Acquisition Limited” The original certificate of incorporation (the “Original Certificate”)
was filed with the Secretary of State of the State of Delaware on March 4, 2021.
2. On December 8, 2021, in connection with the
IPO, the Company adopted its Amended and Restated Certificate of Incorporation (the “Amended and Restated Certificate”).
4. This
First Amendment to the Amended and Restated Certificate was duly adopted by the Board of Directors of the Corporation and the stockholders
of the Corporation in accordance with Section 242 of the General Corporation Law of the State of Delaware.
5. The
text of section 9.1(b) of Article IX is hereby amended and restated to read in full as follows:
“Immediately
after the Offering, a certain amount of the net offering proceeds received by the Corporation in the Offering (including the proceeds
of any exercise of the underwriters’ over-allotment option) and certain other amounts specified in the Corporation’s registration
statement on Form S-1, as initially filed with the U.S. Securities and Exchange Commission (the “SEC”)
on June 25, 2021, as amended (the “Registration
Statement”), shall be
deposited in a trust account (the “Trust Account”),
established for the benefit of the Public Stockholders (as defined below) pursuant to a trust agreement
described in the Registration Statement. Except for the withdrawal of interest to pay taxes (less up to $50,000 interest to pay dissolution
expenses), none of the funds held in the Trust Account (including the interest earned on the funds held in the Trust Account) will be
released from the Trust Account until the earliest to occur of (i) the completion of the initial Business Combination, (ii) the redemption
of 100% of the Offering Shares (as defined below) if the Corporation is unable to complete its initial Business Combination within 21
months (or up to 30 months if the Corporation elects to extend the amount of time to complete a Business Combination in accordance with
the terms of the Investment Management Trust Agreement between the Corporation and Continental Stock Transfer & Trust Company (as
in effect as of the date of this Amended and Restated Certificate) (in any case, such date being referred to as the “Termination
Date”) from the closing of the Offering and (iii) the redemption
of shares in connection with a vote seeking to amend any provisions of this Amended and Restated Certificate relating to stockholders’
rights or pre-initial Business Combination activity (as described in Section 9.7). Holders of shares of Common Stock included as part
of the units sold in the Offering (the “Offering Shares”)
(whether such Offering Shares were purchased in the Offering or in the secondary
market following the Offering and whether or not such holders are the Sponsor or officers or directors of the Corporation,
or affiliates of any of the foregoing) are referred to herein as “Public
Stockholders.”
IN WITNESS WHEREOF, Inception
Growth Acquisition Limited has caused this Amendment to the Amended and Restated Certificate to be duly executed in its name and on its
behalf by an authorized officer as of the date first set above.
Inception Growth Acquisition Limited |
|
|
|
|
By: |
/s/ Cheuk Hang Chow |
|
Name: |
Cheuk Hang Chow |
|
Title: |
Chief Executive Officer and Director |
|
|
|
State of Delaware
Secretary of State
Division of Corporations
Delivered 08:14 AM 09/08/2023
FILED 08:14 AM 09/08/2023
SR 20233445474 - File Number 5359386 |
Exhibit 10.1
AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 2 (this
“Amendment”), dated as of September 8, 2023, to the Investment Management Trust Agreement (as defined below) is
made by and between Inception Growth Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company,
as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.
WHEREAS, the Company and
the Trustee entered into an Investment Management Trust Agreement, dated December 8, 2021 (the “Trust Agreement”);
WHEREAS, the Company and
the Trustee entered into an Amendment No. 1 to the Investment Management Trust Agreement, dated March 13, 2023 (the “Trust Agreement”);
WHEREAS, Section 1(i) of
the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and
WHEREAS, at a Stockholders
Meeting of the Company held on September 8, 2023, the Company’s stockholders approved a proposal to amend the Trust Agreement
to provide the Company with the discretion to extend the date on which to commence liquidating the Trust Account by nine (9) times for
an additional one (1) month each time from September 13, 2023 to June 13, 2024 by depositing into the trust account the lesser of (i)
$100,000 and (ii) an aggregate amount equal to $0.04 multiplied by the issued and outstanding shares of common stock of the Company issued
in the IPO that has not been redeemed for each one-month extension in the event the Company has not consummated a business combination
by September 13, 2023.
NOW THEREFORE, IT IS AGREED:
1. Preamble. The fifth WHEREAS
clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:
“WHEREAS, if a Business
Combination is not consummated within the initial 21-month period following the closing of the Offering, or up to 30 months if the Company
extends the period of time by nine one-month periods (each, an “Extension”), by depositing the lesser of (i) $100,000 and
(ii) an aggregate amount equal to $0.04 multiplied by the issued and outstanding shares of common stock of the Company issued in the IPO
that has not been redeemed for each one-month extension (each, an “Applicable Deadline”), as applicable; and;”
2. Exhibit D. Exhibit D of
the Trust Agreement is hereby amended and restated in its entirety as follows.
[Letterhead of Company]
[Insert date]
Continental Stock Transfer & Trust Company
One State Street, 30th Floor
New York, New York 10004
Attn: Francis Wolf & Celeste Gonzalez
Re: Trust Account — Extension Letter
Dear Mr. Wolf and Ms. Gonzalez:
Pursuant to Section 1(j) of the Investment
Management Trust Agreement between Inception Growth Acquisition Limited (“Company”) and Continental Stock Transfer & Trust
Company, dated as of December 8, 2021, as amended on March 13, 2023 (“Trust Agreement”), this is to advise you that the Company
is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional one (1) month, from
_______ to _________ (the “Extension”).
This Extension Letter shall serve as
the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined
shall have the meanings ascribed to them in the Trust Agreement.
In accordance with the terms of the
Trust Agreement, we hereby authorize you to deposit the lesser of (i) $100,000 and (ii) an aggregate amount equal to $0.04 multiplied
by the issued and outstanding shares of common stock of the Company issued in the IPO that has not been redeemed, which will be wired
to you, into the Trust Account investments upon receipt.
This is the ____ of up to nine Extension
Letters.
|
Very truly yours, |
|
|
|
Inception Growth Acquisition Limited |
|
|
|
By: |
|
|
Name: |
|
|
Title: |
|
cc: EF Hutton, division of Benchmark
Investments, LLC
3. All other provisions of the Trust
Agreement shall remain unaffected by the terms hereof.
4. This Amendment may be
signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument,
with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be
an original signature for purposes of this Amendment.
5. This Amendment is intended
to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement,
and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived
and relinquished by all parties hereto.
6. This Amendment shall be
governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law
principles that would result in the application of the substantive laws of another jurisdiction.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties have duly executed
this Amendment to the Investment Management Trust Agreement as of the date first written above.
|
CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee |
|
|
|
By: |
/s/ Francis Wolf |
|
Name: |
Francis Wolf |
|
Title: |
Vice President |
|
INCEPTION GROWTH ACQUISITION LIMITED |
|
|
|
By: |
/s/ Cheuk Hang Chow |
|
Name: |
Cheuk Hang Chow |
|
Title: |
Chief Executive Officer |
3
Exhibit
99.1
Inception Growth Acquisition Limited Announces
Extension of Business Combination Period and Additional Contribution to Trust Account to Extend Business Combination Period
New York, Sept. 11, 2023 (GLOBE NEWSWIRE) --
Inception Growth Acquisition Limited (NASDAQ: IGTA, the “Company”), a publicly traded special purpose acquisition
company, announced today that at its special meeting of stockholders on September 8, 2023 (the “Meeting”), the
Company’s stockholders voted in favor of the proposals to amend (i) its amended and restated certificate of incorporation; and
(ii) the investment management trust agreement with Continental Stock Transfer & Trust Company, giving the Company the right to
extend the date by which the Company has to consummate a business combination by nine times for an additional one (1) month each
time from September 13, 2023 to June 13, 2024 by depositing into the trust account the lesser of (i) $100,000 and (ii) an aggregate
amount equal to $0.04 multiplied by the number of common stock issued in the Company’s initial public offering. On September
8, 2023, the Company deposited $100,000 into the Company’s trust account (the “Trust Account”) in order to extend
the period of time the Company has to complete a business combination for an additional one (1) month period, from September 13,
2023 to October 13, 2023. The purpose of the extension is to provide additional time for the Company to complete a business
combination.
Contact
Inception Growth Acquisition Limited
Investor Relationship Department
(315) 636-6638
v3.23.2
Cover
|
Sep. 08, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Sep. 08, 2023
|
Current Fiscal Year End Date |
--12-31
|
Entity File Number |
001-41134
|
Entity Registrant Name |
INCEPTION GROWTH
ACQUISITION LIMITED
|
Entity Central Index Key |
0001866838
|
Entity Tax Identification Number |
86-2648456
|
Entity Incorporation, State or Country Code |
DE
|
Entity Address, Address Line One |
875
Washington Street
|
Entity Address, City or Town |
New York
|
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NY
|
Entity Address, Postal Zip Code |
10014
|
City Area Code |
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|
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|
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|
Trading Symbol |
IGTAU
|
Security Exchange Name |
NASDAQ
|
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|
Title of 12(b) Security |
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|
Trading Symbol |
IGTA
|
Security Exchange Name |
NASDAQ
|
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