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Washington, D.C. 20549






Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): April 26, 2024



(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
(Address of Principal Executive Offices)    (Zip Code)


Registrant’s telephone number, including area code: (315) 636-6638



(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 April 26, 2024, Inception Growth Acquisition Limited (the “Company”) issued an unsecured promissory note in the aggregate principal amount of $100,000 (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 May 13, 2024 (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.


Exhibit No.   Description
10.1   Promissory note dated April 26, 2024
104   Cover Page Interactive Data File (embedded within the Inline XBRL document)







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.


  By: /s/ Cheuk Hang Chow
  Name:  Cheuk Hang Chow
  Title: Chief Executive Officer


Date: April 29, 2024