UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s
telephone number, including area code: (
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 | ||
| , one-half (1/2) of one redeemable warrant and one right entitling the holder to receive one-tenth of a share of common stock | The Stock Market LLC | |||
| The Stock Market LLC | ||||
| The Stock Market LLC | ||||
| The Stock Market LLC |
Item 1.01 Entry into a Material Definitive Agreement
As approved by its stockholders at the Annual Meeting of Stockholders on June 4, 2024 (the “Meeting”), Inception Growth Acquisition Limited (the “Company”) entered into an amendment (the “Trust Amendment”) to the investment management trust agreement, as amended on March 13, 2023 and September 8, 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 six (6) times for an additional one month each time from June 13, 2024 to December 13, 2024 by depositing into the trust account the lesser of (i) $50,000 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 June 6, 2024, the Company deposited $50,000 into the Trust Account in order to extend the amount of time it has available to complete a business combination from June 13, 2024 to July 13, 2024.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
As approved by its stockholders at the Meeting on June 4, 2024, the Company filed the second amendment to the amended and restated certificate of incorporation on June 5, 2024 (the “Charter Amendment”), giving the Company the right to extend the date by which the Company has to consummate a business combination from June 13, 2024 (the date that is 30 months from the closing date of the IPO) to December 13, 2024 (the date that is 36 months from the closing date of the IPO).
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 7, 2024, the record date for the Meeting, there were 5,588,391 shares of common stock of the Company entitled to vote at the Meeting. On June 4, 2024, the Company held the Meeting, of which 2,828,496 (or approximately 50.61%) 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 certificate of incorporation, as amended on September 8, 2023 to extend the date by which the Company has to consummate a business combination from June 13, 2024 (the date that is 30 months from the closing date of the IPO) to December 13, 2024 (the date that is 36 months from the closing date of the IPO). Approval of the Charter Amendment required the approval of at least fifty percent (50%) of outstanding shares of common stock which 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 | |||
| 2,455,274 | 373,222 | 0 | 0 |
1
2. Trust Amendment
Stockholders approved the proposal to amend the Company’s investment management trust agreement, dated as of December 8, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as amended on March 13, 2023 and September 8, 2023, to provide the Company with the discretion to extend the date on which to commence liquidating the Trust Account by six (6) times for an additional one (1) month each time from June 13, 2024 to December 13, 2024 by depositing into the trust account the lesser of (i) $50,000 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 | |||
| 2,455,274 | 373,222 | 0 | 0 |
3. Election of Directors
Stockholders elected all of the five nominees for directors to serve until the next annual meeting of stockholders and until their respective successors have been elected and has qualified, or until their earlier resignation, removal or death. The voting results were as follows:
| FOR | WITHHELD | BROKER NON-VOTE | ||||||||||
| Cheuk Hang Chow | 2,828,396 | 100 | 0 | |||||||||
| Felix Yun Pun Wong | 2,828,396 | 100 | 0 | |||||||||
| Michael Lawrence Coyne | 2,828,396 | 100 | 0 | |||||||||
| Albert Chang | 2,828,396 | 100 | 0 | |||||||||
| Yan Xu | 2,828,396 | 100 | 0 | |||||||||
As there were sufficient votes to approve the above proposals, Proposal No. 4, the “Adjournment Proposal” described in the Company’s definitive proxy, which was filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2024 was not presented to the stockholders.
Item 8.01. Other Events.
In connection with the stockholders vote at the Meeting, 1,686,707 shares of common stock were tendered for redemption.
The Company issued the press release filed herewith on June 10, 2024, which is attached as Exhibit 99.1 and incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits:
| Exhibit No. | Description | |
| 3.1 | Second Amendment to the Amended And Restated Certificate of Incorporation | |
| 10.1 | Amendment to the investment management trust agreement with Continental Stock Transfer & Trust Company dated as of June 4, 2024 | |
| 99.1 | Press Release dated June 10, 2024 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
2
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 | |
| Dated: June 10, 2024 | /s/ Cheuk Hang Chow |
| Cheuk Hang Chow | |
| Chief Executive Officer |
3
Exhibit 3.1
SECOND AMENDMENT TO THE AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION OF
INCEPTION GROWTH ACQUISITION LIMITED
June 4, 2024
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”).
3. The 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.
4. This Second 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 30 months (or up to 36 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 | ||
Exhibit 10.1
THIRD AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT
This Amendment No. 3 (this “Amendment”), dated as of June 4, 2024, 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, as amended on March 13, 2023 and September 8, 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 June 4, 2024, 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 six (6) times for an additional one (1) month each time from June 13, 2024 to December 13, 2024 by depositing into the trust account the lesser of (i) $50,000 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 June 13, 2024.
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 30-month period following the closing of the Offering, or up to 36 months if the Company extends the period of time by six one-month periods (each, an “Extension”), by depositing the lesser of (i) $50,000 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, September 8, 2023 and June [__], 2024 (“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) $50,000 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 fifteen 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]
2
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, June 10, 2024 (GLOBE NEWSWIRE) -- Inception Growth Acquisition Limited (NASDAQ: IGTA, the “Company”), a publicly traded special purpose acquisition company, announced today that at its annual meeting of stockholders on June 4, 2024 (the “Meeting”), the Company’s stockholders voted in favor of, among others, 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 on which to commence liquidating the trust account established in connection with the Company’s initial public offering (the “Trust Account”) by six (6) times for an additional one (1) month each time from June 13, 2024 to December 13, 2024 by depositing into the trust account the lesser of (i) $50,000 and (ii) an aggregate amount equal to $0.04 multiplied by the number of common stock issued in the Company’s initial public offering that has not been redeemed for each one-month extension. On June 6, 2024, the Company deposited $50,000 into 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 June 13, 2024 to July 13, 2024. 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