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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): November
17, 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.
The disclosure contained in Item 2.03 is incorporated
by reference in this Item 1.01
Item 2.03 Creation of a Direct Financial Obligation
or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On November 17, 2023, Inception Growth Acquisition
Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $200,000 (the “Note”)
to Soul Venture Partners LLC, the Company’s initial public offering sponsor (“Sponsor”). The Note does not bear interest
and matures upon the closing of a business combination by the Company. In the event that the Company does not complete an initial business
combination by December 13, 2023 (as such deadline may be further extended), the Note shall be deemed to be terminated and no amounts
will thereafter be due from the Company to the Sponsor under the Note.
Item 9.01. Financial Statements and 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: November 22, 2023
2
Exhibit
10.1
THIS
NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”). THIS NOTE HAS BEEN ACQUIRED
FOR INVESTMENT ONLY AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF REGISTRATION OF THE RESALE THEREOF UNDER THE SECURITIES
ACT OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY IN FORM, SCOPE AND SUBSTANCE TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED.
PROMISSORY
NOTE
Principal
Amount: $200,000 |
Dated
as of November 17, 2023 |
Inception
Growth Acquisition Limited (the “Maker”), promises to pay to the order of Soul Venture Partners LLC or its registered
assigns or successors in interest (the “Payee”) the principal sum of two hundred thousand U.S. Dollars ($200,000)
in lawful money of the United States of America, on the terms and conditions described below. All payments on this Note shall be made
by check or wire transfer of immediately available funds or as otherwise determined by the Maker to such account as the Payee may from
time to time designate by written notice in accordance with the provisions of this Note.
1. |
Principal.
The principal balance of this Promissory Note (this “Note”) shall be payable (a) in cash and/or
(b) in such other form of payment as mutually agreed in writing by Maker and Payee, prior to or concurrently with the closing (the
“Closing”) of an initial business combination (a “Business Combination”) with a target business
(as described in the Maker’s initial public offering prospectus dated December 8, 2021 (the “Prospectus”)).
Capitalized terms not defined in this Note shall have the meanings ascribed to them in the Prospectus. In the event that a Business
Combination does not close on or prior to December 13, 2023, as such deadline may be further extended, this Note shall be deemed
to be terminated and no amounts will thereafter be due from Maker to Payee under the terms hereof. The principal balance may not
be prepaid without the consent of the Payee. |
|
|
2. |
Interest.
No interest shall accrue on the unpaid principal balance of this Note. |
|
|
3. |
Application
of Payments. All payments shall be applied first to payment in full of any costs incurred in the collection of any sum due under
this Note, including (without limitation) reasonable attorney’s fees, then to the payment in full of any late charges and finally
to the reduction of the unpaid principal balance of this Note. |
4. |
Events
of Default. The following shall constitute an event of default (“Event of Default”): |
|
(a) |
Failure
to Make Required Payments. Failure by Maker to pay the principal of this Note within five (5) business days following the date
when due. |
|
(b) |
Voluntary
Liquidation, Etc. The commencement by Maker of a proceeding relating to its bankruptcy, insolvency, reorganization, rehabilitation
or other similar action, or the consent by it to the appointment of, or taking possession by, a receiver, liquidator, assignee, trustee,
custodian, sequestrator (or other similar official) for Maker or for any substantial part of its property, or the making by it of
any assignment for the benefit of creditors, or the failure of Maker generally to pay its debts as such debts become due, or the
taking of corporate action by Maker in furtherance of any of the foregoing. |
|
|
|
|
(c) |
Involuntary
Bankruptcy, Etc. The entry of a decree or order for relief by a court having jurisdiction in the premises in respect of Maker
in an involuntary case under any applicable bankruptcy, insolvency or similar law, for the appointing of a receiver, liquidator,
assignee, custodian, trustee, sequestrator (or similar official) for Maker or for any substantial part of its property, or ordering
the winding-up or liquidation of the affairs of Maker, and the continuance of any such decree or order unstayed and in effect for
a period of 60 consecutive days. |
|
(a) |
Upon
the occurrence of an Event of Default specified in Section 4(a) hereof, Payee may, by written notice to Maker, declare this Note
to be due immediately and payable, whereupon the unpaid principal amount of this Note, and all other amounts payable hereunder, shall
become immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby expressly
waived, anything contained herein or in the documents evidencing the same to the contrary notwithstanding. |
|
(b) |
Upon
the occurrence of an Event of Default specified in Sections 4(b) and 4(c), the unpaid principal balance of this Note, and all other
sums payable with regard to this Note, shall automatically and immediately become due and payable, in all cases without any action
on the part of Payee. |
6. |
Waivers.
Maker and all endorsers and guarantors of, and sureties for, this Note waive presentment for payment, demand, notice of dishonor,
protest, and notice of protest with regard to the Note, all errors, defects and imperfections in any proceedings instituted by Payee
under the terms of this Note, and all benefits that might accrue to Maker by virtue of any present or future laws exempting any property,
real or personal, or any part of the proceeds arising from any sale of any such property, from attachment, levy or sale under execution,
or providing for any stay of execution, exemption from civil process, or extension of time for payment; and Maker agrees that any
real estate that may be levied upon pursuant to a judgment obtained by virtue hereof, on any writ of execution issued hereon, may
be sold upon any such writ in whole or in part in any order desired by Payee. |
|
|
7. |
Unconditional
Liability. Maker hereby waives all notices in connection with the delivery, acceptance, performance, default, or enforcement
of the payment of this Note, and agrees that its liability shall be unconditional, without regard to the liability of any other party,
and shall not be affected in any manner by any indulgence, extension of time, renewal, waiver or modification granted or consented
to by Payee, and consents to any and all extensions of time, renewals, waivers, or modifications that may be granted by Payee with
respect to the payment or other provisions of this Note, and agrees that additional makers, endorsers, guarantors, or sureties may
become parties hereto without notice to Maker or affecting Maker’s liability hereunder. |
|
|
8. |
Notices.
Any notice called for hereunder shall be deemed properly given if (i) sent by certified mail, return receipt requested, (ii)
personally delivered, (iii) dispatched by any form of private or governmental express mail or delivery service providing receipted
delivery or (iv) sent by facsimile or (v) to the following addresses or to such other address as either party may designate by notice
in accordance with this Section 8: |
If
to Maker:
Inception
Growth Acquisition Limited
875
Washington Street
New
York, NY 10014
Attn:
Felix Yun Pun Wong
If
to Payee:
Soul
Venture Partners LLC
875
Washington Street
New
York, NY 10014
Attn:
Cheuk Hang Chow
Notice
shall be deemed given on the earlier of (i) actual receipt by the receiving party, (ii) the date shown on a facsimile transmission confirmation,
(iii) the date reflected on a signed delivery receipt, or (iv) two (2) Business Days following tender of delivery or dispatch by express
mail or delivery service.
9. |
Construction.
THIS NOTE SHALL BE CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF NEW YORK, WITHOUT REGARD TO CONFLICT OF LAW PROVISIONS
THEREOF. |
|
|
10. |
Jurisdiction.
The courts of New York have exclusive jurisdiction to settle any dispute arising out of or in connection with this agreement
(including a dispute relating to any non- contractual obligations arising out of or in connection with this agreement) and the parties
submit to the exclusive jurisdiction of the courts of New York. |
|
|
11. |
Severability.
Any provision contained in this Note which is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction,
be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any
such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other
jurisdiction. |
|
|
12. |
Trust
Waiver. Payee has read the Prospectus and understands that Maker has established the trust account described in the Prospectus,
initially in an amount of $104,535,000, for the benefit of the public stockholders and the underwriters of Maker’s initial
public offering (the “Underwriters”) and that, except for certain exceptions described in the Prospectus, Maker
may disburse monies from the trust account only: (i) to the public stockholders in the event of the conversion of their shares or
the liquidation of Maker; or (ii) to Maker and the Underwriters after consummation of a Business Combination. |
Notwithstanding
anything herein to the contrary, Payee hereby agrees that it does not have any right, title, interest or claim of any kind in or to any
monies in the trust account (the “Claim”) and hereby waives any Claim it may have in the future as a result of, or
arising out of, any negotiations, contracts or agreements with Maker and will not seek recourse against the trust account for any reason
whatsoever.
13. |
Amendment;
Waiver. Any amendment hereto or waiver of any provision hereof may be made with, and only with, the written consent of the Maker
and the Payee. |
|
|
14. |
Assignment.
No assignment or transfer of this Note or any rights or obligations hereunder may be made by any party hereto (by operation of
law or otherwise) without the prior written consent of the other party hereto and any attempted assignment without the required consent
shall be void. |
|
|
15. |
Further
Assurance. The Maker shall, at its own cost and expense, execute and do (or procure to be executed and done by any other necessary
party) all such deeds, documents, acts and things as the Payee may from time to time require as may be necessary to give full effect
to this Promissory Note. |
IN
WITNESS WHEREOF, Maker, intending to be legally bound hereby, has caused this Note to be duly executed by its Chief Financial Officer
on the day and year first above written.
|
Inception
Growth Acquisition Limited |
|
|
|
By: |
/s/
Felix Yun Pun Wong |
|
Name: |
Felix
Yun Pun Wong |
|
Title: |
Chief
Financial Officer |
Accepted
and Agreed: |
|
|
|
Soul
Venture Partners LLC |
|
|
|
|
By: |
/s/ Cheuk
Hang Chow |
|
Name: |
Cheuk
Hang Chow |
|
Title: |
Manager |
|
4
v3.23.3
Cover
|
Nov. 17, 2023 |
Document Type |
8-K
|
Amendment Flag |
false
|
Document Period End Date |
Nov. 17, 2023
|
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
|
Entity Address, State or Province |
NY
|
Entity Address, Postal Zip Code |
10014
|
City Area Code |
315
|
Local Phone Number |
636-6638
|
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|
Soliciting Material |
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|
Pre-commencement Tender Offer |
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|
Pre-commencement Issuer Tender Offer |
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|
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true
|
Elected Not To Use the Extended Transition Period |
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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 |
|
Title of 12(b) Security |
Units, each consisting of one share of common stock, $0.0001 par value
|
Trading Symbol |
IGTAU
|
Security Exchange Name |
NASDAQ
|
Common Stock, par value $0.0001 per share |
|
Title of 12(b) Security |
Common Stock, par value $0.0001 per share
|
Trading Symbol |
IGTA
|
Security Exchange Name |
NASDAQ
|
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50 |
|
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Trading Symbol |
IGTAW
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Security Exchange Name |
NASDAQ
|
Rights, each to receive one-tenth of one share of common stock |
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