IGTA SEC filings, in plain English
Everything Inception Growth Acquisition Ltd has filed with the SEC that we hold — 40 filings, newest first, 40 with a plain-English summary of what changed and why it matters. Every row links to the primary document on EDGAR, so you can check the source rather than trust us.
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What changed: Definitive Proxy Statement (DEF 14A). This document is a definitive proxy statement (DEF 14A) convened by the Board of Directors of Inception Growth Acquisition Limited for a Special Meeting of Stockholders on August 12, 2026. Per the Board's proposals, the business combination deadline will shift from August 13, 2026 to February 13, 2027 through concurrent amendments to the Certificate of Incorporation and the Investment Management Trust Agreement. The filing specifies that each one-month extension requires a deposit into the Trust Account calculated as $0.05 multiplied by the number of unredeemed Public Shares. According to management's consultation with Sponsor Soul Venture Partners LLC, the Sponsor will fund these deposits as interest-free loans repayable upon a business combination and forgiven upon liquidation except for non-trust funds. For redemption mechanics, the transfer agent requires written requests and physical or electronic share delivery by 5:00 p.m. Eastern Time on August 10, 2026. The Company states that as of July 29, 2026, the Trust Account held approximately $2,207,000, producing an estimated per-share redemption price of approximately $13.57, while the OTC Markets closing price that same date was $0.0011. On governance and personnel, the filing reports Soul Venture Partners LLC beneficially owns 1,195,990 shares (42.7%), controlled by Chairman and CEO Cheuk Hang Chow, a Hong Kong national. Why it matters: Beyond the extension mechanics, the Board outlines structural and regulatory realities shaping deal progress and sponsor conduct. The Company discloses that securities were suspended from Nasdaq trading on December 17, 2024 due to non-compliance with Nasdaq IM-5101-2, leaving shares to trade on OTC Markets under potential penny stock classifications that restrict brokerage activity and reduce liquidity. Management warns that CFIUS review could delay or prohibit acquisitions involving U.S. targets because the Sponsor qualifies as a foreign person, and the Company explicitly confirms it will not use Trust Account proceeds to pay any Inflation Reduction Act excise taxes on redemptions. Additionally, the filing flags Investment Company Act risks associated with holding trust assets in money market funds, noting potential forced transfers to bank accounts to avoid unregistered investment company status. These disclosures indicate sustained capital lock-up, a wide valuation gap between the statutory redemption floor and secondary market pricing, and a sponsor-dependent financing model designed to preserve strategic optionality despite prior exchange delisting.
What changed vs 2026-01-20trust $2.3M → $2.2M -2%deadline 2026-08-13 → 2027-02-13trust account, combination deadline2 moved
- Trust account
- $2.3M$2.2M
- Combination deadline
- 2026-08-132027-02-13
SpacBrain reads this as $43,590 left the trust between the two filings.
The clause …“per Public Share was approximately $13.57, based on the aggregate amount on deposit in the Trust Account of approximately $2,207,000 as of July 29, 2026 (including interest not previously released to the Company to pay its taxes),”…
SpacBrain reads this as 184 days later than the previous record.
The clause “WHICH THE COMPANY HAS TO CONSUMMATE A BUSINESS COMBINATION (THE “EXTENSION”) TO FEBRUARY 13, 2027 BY ADOPTING THE SEVENTH AMENDMENT TO THE CHARTER, A COPY OF WHICH IS ATTACHED IN THE PROXY STATEMENT AS ANNEX A. For ☐ Against ☐ Abstain ☐”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Preliminary Proxy Statement (Schedule 14A) soliciting shareholder votes for proposed charter and trust amendments to extend the business combination deadline. As stated in the filing, the company proposes to amend its Certificate of Incorporation and Investment Management Trust Agreement to extend the deadline to consummate a business combination from August 13, 2026 to February 13, 2027 through six consecutive one-month extensions. The board of directors states that, if approved, the sponsor (Soul Venture Partners LLC) will fund each monthly extension deposit, calculated as $0.05 multiplied by the number of Public Shares that remain unredeemed, through interest-free loans that are repayable upon a completed business combination or forgiven upon liquidation (except for funds existing outside the Trust Account). Historical records in the document show the company previously secured extensions via fixed monthly deposits capped at $100,000 and $50,000 in 2023–2024, later shifting to formula-based deposits including $11,199, $13,249.65, and $13,242.15 monthly, with recent documented contributions of $12,203.33 made through July 10, 2026 to reach the current termination date. If the proposals fail, the company will dissolve and liquidate by August 13, 2026, returning remaining Trust Account funds to public stockholders and allowing warrants and rights to expire worthless. The filing reports that as of [*], 2026, the estimated redemption price per Public Share was approximately $[*], derived from a Trust Account balance of approximately $[*]. The board unanimously recommends voting 'FOR' the Charter Amendment, Trust Amendment, and Adjournment Proposal. Why it matters: This proxy materially shifts the redemption calendar by six months and establishes a new extension funding mechanism directly tied to public share retention rates. The company discloses that management acknowledges missing Nasdaq IM-5101-2 requirements to complete a combination within 36 months of the IPO registration statement's effectiveness on December 8, 2024, resulting in a Nasdaq trading suspension on December 17, 2024 and a transition to OTC Markets after management elected not to appeal the delisting determination. The company warns that OTC listing may trigger penny stock regulations, reduced secondary market liquidity, and potential state-level securities registration barriers, noting it has not registered its securities in any jurisdiction. Management further flags regulatory uncertainties, including potential Committee on Foreign Investment in the United States (CFIUS) review due to the sponsor being controlled by a Hong Kong national, and the risk that holding substantially all trust assets in money market funds invested exclusively in U.S. Treasury Bills could trigger unregistered investment company status under the Investment Company Act of 1940. Regarding capitalization, the filing lists the sponsor as owning 42.7% (1,195,990 shares), with Feis Equities (13.3% / 371,324 shares), AQR Capital Management (12.1% / 339,000 shares), and Wolverine Asset Management (9.4% / 264,247 shares) identified as major public holders, while the five named directors and executives collectively hold 3.8% (107,500 shares) of the 2,800,211 outstanding shares. The company also clarifies that no Trust Account proceeds will be applied toward any excise tax imposed under the Inflation Reduction Act of 2022 in connection with redemptions.
What changed: A Form 8-K current report accompanied by a press release, functioning as a routine compliance filing to announce a trust account contribution and the resulting extension of the business combination deadline. On July 10, 2026, Inception Growth Acquisition Limited deposited $12,203.33 into its Trust Account. Per the press release dated July 13, 2026, this contribution extends the Company's available time to complete a business combination from July 13, 2026, to August 13, 2026. Why it matters: The filing materially resets the investor redemption and liquidation calendar by shifting the final deadline forward by exactly one month to August 13, 2026. The $12,203.33 deposit increases the total trust balance, providing additional runway for deal execution without altering the fundamental structure. Aside from the mechanical extension and the confirmation that Chief Executive Officer Cheuk Hang Chow authorized the filing, the document discloses no new target prospects, customer metrics, revenue forecasts, technological roadmaps, partnership agreements, executive departures, or litigation. It is strictly a procedural update.
What changed: A Form 8-K current report and accompanying press release announcing a trust account deposit to fund a merger deadline extension. According to a press release dated June 12, 2026, the Company deposited $12,203.33 into the Trust Account on June 11, 2026. This transaction extends the period available to complete a business combination by exactly one month, shifting the deadline from June 13, 2026 to July 13, 2026. Cheuk Hang Chow, serving as Chief Executive Officer, formally signed the report to effectuate the disclosure. Why it matters: The extension resets the redemption window and termination date for shareholders to July 13, 2026. The deposit confirms ongoing sponsor funding to avoid liquidation, with the precise contribution standing at $12,203.33. Aside from the deadline shift, the filing merely restates existing capital structure parameters: warrants are exercisable for common stock at $11.50 per share; each unit comprises one share of common stock, one-half of a redeemable warrant, and rights entitling the holder to one-tenth of a share of common stock. The registrant remains classified as a shell company engaged in Real Estate & Construction per SIC code 05, with no target acquisition, revenue data, or strategic pivot disclosed.
What changed: SEC Form 12b-25 Notification of Late Filing for a Quarterly Report on Form 10-Q. Chief Executive Officer Cheuk Hang Chow attributes the inability to submit the March 31, 2026, Form 10-Q by its May 15, 2026, deadline to a “delay experienced by the Registrant in completing its financial statement in the Form 10-Q.” The registrant commits to filing by “the fifth calendar day following the prescribed due date.” Redemption windows, trust allocations, and the agreed business combination timeline remain structurally intact. Management asserts all other periodic reports under Sections 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months were filed on time, anticipates no significant change in results of operations versus the prior fiscal year, and provides 315 636-6638 as the executive contact. The filing contains no commentary on customers, revenue, market size, strategy, technology, partnerships, or litigation. Why it matters: This notice triggers a brief administrative deferral but does not alter redemption eligibility, adjust trust distributions, grant a merger extension, or indicate target-specific developments. The explicit certification of timely prior reporting and stable operations reduces near-term uncertainty, though sustained reliance on 12b-25 relief can signal sponsorship bandwidth constraints as public shells approach transaction closing. Shareholders should monitor the actual 10-Q release for audit opinions, working capital disclosures, or going-concern language that might indirectly pressure the completion schedule.
What changed: A Form 8-K current report and accompanying press release from Inception Growth Acquisition Limited. Per the company’s press release, on May 11, 2026, Inception Growth Acquisition Limited deposited $12,203.33 into its trust account to shift the business combination deadline from May 13, 2026 to June 13, 2026, a move confirmed by the signature of Chief Executive Officer Cheuk Hang Chow. Why it matters: The cash injection extends the shareholder redemption and liquidation window to June 13, 2026, indicating active sponsor funding rather than reliance on waiver-only extensions. The filing discloses no target identity, transaction value, customer data, revenue forecasts, strategic partnerships, technology developments, or litigation; the registrant limits its operational description to generic SPAC boilerplate stating its purpose is to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar business combination. Investors tracking the deadline should update their calendars to June 13, 2026 as the revised expiry for the current extension cycle.
What changed: A Form 8-K current report filed as a Rule 425 written communication. Per the filing, the Company and IGTA Merger Sub Limited (PubCo) withdrew a Nasdaq listing application that had been submitted for PubCo’s securities upon closing of the merger. This decision occurred on April 14, 2026, following consultation with Nasdaq. The redomestication merger and associated share-exchange structure outlined in the September 12, 2023, Business Combination Agreement with AgileAlgo Holdings Ltd. remains operative. The filing confirms that securities will continue trading on OTC Markets Group, Inc., and notes that redeemable warrants maintain a stated exercise price of $11.50. Redemption triggers, trust account distributions, and any scheduled extension mechanics are unaltered by this disclosure. Why it matters: Tracking investors should note that while the acquisition target AgileAlgo Holdings Ltd. and the underlying merger agreement remain intact, the withdrawal of the Nasdaq listing pathway forces the Company and PubCo to evaluate alternative listing venues and strategic alternatives. Chief Executive Officer Cheuk Hang Chow executed the filing on April 17, 2026, confirming active sponsorship oversight. This development delays the anticipated public-market transition but does not trigger redemption notices, affect the trust balance, or require an immediate extension vote. Shareholders monitoring liquidity and regulatory routing should prepare for subsequent communications detailing new exchange applications or revised commercial timelines.
What changed: Form 8-K current report (Item 8.01 Other Events) disclosing the voluntary withdrawal of a Nasdaq listing application for the combined company following its proposed business combination. According to the filing, PubCo withdrew its previously submitted Nasdaq listing application on April 14, 2026, after consulting with the exchange. The registrant states that this action does not affect the continued listing of the SPAC’s securities on OTC Markets Group, Inc. under existing trading symbols prior to consummation. The business combination agreement dated September 12, 2023, which outlines a redomiciliation merger into IGTA Merger Sub Limited and an equity exchange for AgileAlgo Holdings Ltd. shares, remains the governing transaction framework. The filing reports no amendments to the redemption calendar, trust per-share balance, or deadline extensions. Why it matters: The registrant and PubCo assert they are currently evaluating alternative listing venues and other strategic alternatives with respect to the transaction. Per the signature block, Chief Executive Officer Cheuk Hang Chow authorized the disclosure. By abandoning the Nasdaq listing track, the parties signal that the combined entity will likely trade over-the-counter post-close, which may alter institutional eligibility, secondary market liquidity profiles, and future shareholder infrastructure. Because the filing explicitly preserves the original September 2023 acquisition structure while redirecting the public trading pathway, investors tracking redemption windows and trust mechanics see no immediate changes to their payout or voting timelines, but must monitor the stated evaluation of alternative venues for potential subsequent filings that could impact deal sequencing or sponsor conduct.
What changed: Annual report on Form 10-K for the fiscal year ended December 31, 2025, filed by Inception Growth Acquisition Ltd. The company extended its business combination deadline to May 13, 2026 (with further extensions possible to August 13, 2026), entered six amendments to the AgileAlgo Business Combination Agreement (extending the outside closing date to October 14, 2025 and adjusting the earnout period), reported a trust account balance of $2,247,283 ($12.73 per public share) as of December 31, 2025, incurred a net loss of $1,007,157 for FY2025, and recorded additional sponsor loans of $1,540,000. The company’s securities were delisted from Nasdaq and now trade on OTC Markets. Why it matters: This filing provides the current trust account value, per-share redemption price, and deadline status, which are critical for investors assessing redemption opportunities and deal progress. It details the extension mechanics, sponsor financial support, and the status of the AgileAlgo merger, including earnout provisions and closing conditions.
What changed vs 2025-03-26trust $32.1M → $3.6M -89%deadline 2025-06-13 → 2026-08-13shares 280K → 177K -37%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $32.1M$3.6M
- Combination deadline
- 2025-06-132026-08-13
- Redeemable shares
- 280K177K
- Going-concern doubt
- stated · unchanged
- Mandate language
- We intend to focus on the target company with a size measure… · unchanged
SpacBrain reads this as $28,449,452 left the trust between the two filings.
The clause “Description 2024 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account* $ 3,605,750 $ 3,605,750 $ - $ - ● Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740,”…
SpacBrain reads this as 426 days later than the previous record.
The clause …“of $25,000, or approximately $0.001 per share, will be worthless. ● If a business combination is not completed by August 13, 2026 (if Inception Growth extends the period in full, as further described herein), the 4,721,250 Private”…
SpacBrain reads this as 103,428 shares are no longer redeemable.
The clause …“outside of the Company’s control. Accordingly, at December 31, 2025 and 2024, 176,562 and 279,990 shares of common stock subject to possible redemption, are presented as temporary equity, outside of the shareholders’ deficit section of”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern if the business combination is not consummated by May 13, 2026 (unless further”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report and accompanying press release (Exhibit 99.1) formally announcing a one-month extension of the business combination window funded by a direct cash deposit into the trust account. The company deposited $12,203.33 into the trust account to extend the deadline to complete a business combination from April 13, 2026, to May 13, 2026. As stated in the press release and verified by the signature of Chief Executive Officer Cheuk Hang Chow, the extension applies to the existing business combination period without altering the fundamental structure of the publicly traded securities. Why it matters: This event resets the operational clock for investors monitoring redemption calendars and potential liquidation triggers. Public shareholders must now decide whether to retain positions through May 13, 2026, or prepare for redemption procedures tied to that revised expiration date, directly affecting short-term liquidity and position sizing. The $12,203.33 contribution directly increases the aggregate trust corpus, supporting the per-share trust value without requiring a formal shareholder vote under the provided text. Additionally, the filing reaffirms the active registration of units consisting of common stock ($0.0001 par value), redeemable warrants exercisable at $11.50 per share, and rights entitling holders to receive one-tenth of a share of common stock, all trading on OTC Markets Group, Inc. No specific target acquisition, financial projections, or sponsor conduct deviations were disclosed in this submission.
What changed: Routine compliance exhibit (Form 12b-25 Notification of Late Filing). FIRST, this document IS a routine compliance exhibit. THEN, regarding the mechanics: The SPAC’s regulatory clock has shifted. Executed by Chief Executive Officer Cheuk Hang Chow on the March 31, 2026 signature page, management states the registrant missed the standard March 31, 2026 deadline for its Form 10-K for the fiscal year ended December 31, 2025 due to a delay in completing its financial statements, and now anticipates filing no later than the fifteenth calendar day following that prescribed date. This postponement temporarily delays independent verification of sponsor fund deployment, merger diligence progress, and any December 31, 2025-year-end redemptions or extension elections. It does not rewrite the February 13, 2027, business combination deadline, nor does it adjust the $12.73 per-share trust balance you are tracking. The filing confirms all other Section 13 or 15(d) periodic reports for the preceding twelve months were delivered on time, and attributes the audit delay solely to an inability to finalize financial statements without unreasonable effort or expense. Why it matters: THEN, regarding whatever else of substance the document contains: nothing. The text holds zero claims about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel changes. It is strictly procedural. Every factual assertion regarding the delay, the contact telephone number 315 636-6638, and the certification of no anticipated operational shifts is attributed exclusively to the registrant’s CEO as recorded on the March 31, 2026 form. No financial figures, valuation adjustments, or trust account movements appear in the text. For investors tracking redemption windows and trust integrity, this notice simply extends the date by which audited financials—and thus granular deal-progress confirmation—will become publicly available, without triggering a trust recalibration, shareholder vote, or liquidity event.
What changed: A Form 8-K Current Report filed under Item 8.01 (Other Events), disclosing a routine withdrawal of earned interest from the SPAC’s trust account to cover corporate tax obligations. Inception Growth Acquisition Limited reports that, as of March 16, 2026, the registrant withdrew $5,269.61 of interest earned on trust account funds to pay taxes. The filing states the remaining trust balance is approximately $2,129,824.68. No modifications to the business combination deadline, redemption mechanics, extension amendments, or sponsor governance are disclosed. The document also confirms the organization name as '05 Real Estate & Construction', identifies Cheuk Hang Chow as Chief Executive Officer, and reiterates registered securities including common stock with $0.0001 par value and redeemable warrants exercisable at an exercise price of $11.50. Why it matters: The withdrawal reduces the absolute dollar reserve backing public shares by the exact $5,269.61 amount paid to tax authorities. This directly lowers the total trust fund balance available for shareholder redemptions or merger consideration, requiring investors tracking trust decay to adjust their valuation models against the remaining approximate balance of $2,129,824.68. Because the company utilizes accumulated interest rather than principal to satisfy ongoing regulatory tax liabilities, the filing signals standard administrative funding of the trust vehicle without indicating financial strain or timeline pressure. It does not amend redemption windows, trigger extension protocols, or provide updated information on deal status, target operations, market positioning, or sponsor conduct.
What changed: Form 8-K current report and accompanying press release (Exhibit 99.1) announcing a trust account cash infusion to extend the SPAC's business combination window. According to the press release issued by the Company, it deposited $12,203.33 into the Trust Account on March 12, 2026. The Company states this contribution extends the period available to complete a business combination by one month, shifting the deadline from March 13, 2026 to April 13, 2026. The filing discloses no merger target, enterprise value, or transaction milestone. Why it matters: This update directly resets the redemption and liquidation timeline, giving shareholders until April 13, 2026 to decide whether to pursue a pending deal or exercise redemption rights. The $12,203.33 principal addition increases the aggregate trust balance, though the filing calculates or discloses no per-share trust value. Investors should note that the extension is funded via direct cash deposit rather than a discussed shareholder vote in this document. Aside from the calendar shift, the press release contains only standard boilerplate describing the entity as a Delaware-incorporated blank check company and includes forward-looking risk disclaimers; it makes no substantiated claims regarding customer contracts, revenue, market size, technology, partnerships, litigation, or leadership changes.
What changed: This filing is a Form 8-K current report accompanied by an Exhibit 99.1 press release announcing a deposit into the trust account to extend the business combination period. The Company states it deposited $12,203.33 into the Trust Account on February 12, 2026, extending the deadline to complete a business combination from February 13, 2026 to March 13, 2026. This extension shifts the redemption calendar and delays the potential liquidation trigger by thirty days. The announcement was issued by the Company and formally reported in the signatures section by Chief Executive Officer Cheuk Hang Chow on February 13, 2026. No adjustments to warrant exercise prices, share structures, or sponsor conduct were noted. Why it matters: Investors must update redemption tracking to March 13, 2026, as the SPAC faces liquidation if it does not consummate a deal or secure further extensions by that date. Beyond the mechanical extension, the document contains no substantive commercial disclosures: there are no claims regarding target companies, customer relationships, revenue, market size, proprietary technology, strategic partnerships, pending litigation, or material personnel changes beyond the executive signatory. The sole additional content comprises the Company’s boilerplate statement that it is a Delaware blank check company formed to effect mergers, stock exchanges, asset acquisitions, or reorganizations, a standard forward-looking statements disclaimer, and an investor relations contact listing for (315) 636-6638 at 875 Washington Street, New York, NY 10014. This absence of operational detail confirms the entity remains in a pure search phase, concentrating near-term investor risk entirely on timing and liquidity rather than fundamental valuation or deal execution progress.
What changed: This is a Form 8-K Current Report filed on February 11, 2026, disclosing events dated February 9, 2026, specifically a Special Meeting of Stockholders that approved amendments to the company’s amended and restated certificate of incorporation and investment management trust agreement, alongside associated voting results and trust account adjustments. Per the company’s 8-K disclosures and Exhibit 99.1, stockholders approved extending the deadline to consummate a business combination or liquidate the trust account from February 13, 2026 to August 13, 2026, authorizing up to six one-month extensions contingent upon depositing $0.075 multiplied by the number of unredeemed public shares for each extension month. Concurrently, the company reports that 13,851 shares were tendered for redemption ahead of the vote, reducing the trust account balance to approximately $2,102,676.81. The proposals received 1,877,329 votes in favor, 102 against, and 20 abstentions out of 1,877,451 shares present or represented at the February 9, 2026 meeting (record date January 13, 2026), with a total of 2,814,062 shares entitled to vote. Why it matters: The extension recalibrates the redemption calendar, delaying potential liquidation and cash return to remaining shareholders until August 13, 2026, subject to repeated monthly funding obligations by the sponsor as detailed in Exhibit 10.1. The reported trust balance of approximately $2,102,676.81 reflects the immediate reduction in capital available to non-redeeming shareholders following the 13,851-share redemption event. According to the press release filed as Exhibit 99.1, the stated purpose is to secure additional time to finalize a business combination. The filing also provides contact information for the Investor Relations Department and identifies Continental Stock Transfer & Trust Company as the trustee, while Exhibit 10.1 notes correspondence address cc: EF Hutton, division of Benchmark Investments, LLC. Registered securities remain unchanged, with the cover page noting redeemable warrants exercisable at $11.50 and rights entitling holders to one-tenth of a share.
What changed: Definitive Proxy Statement for a Special Meeting of Stockholders soliciting votes on three proposals: a Charter Amendment, a Trust Agreement Amendment, and an Adjournment Proposal. The Board proposes amending the certificate of incorporation and investment management trust agreement to extend the business combination deadline from February 13, 2026 to August 13, 2026, permitting six one-month extensions. Each one-month extension requires a monthly deposit into the Trust Account equal to $0.075 multiplied by the number of non-redeemed Public Shares. As of January 16, 2026, the Trust Account contained approximately $2,250,589.54, yielding an illustrative redemption price of approximately $12.75 per share, while the OTC Markets closing price was $11.00. Management projects that full extension to August 13, 2026 would increase the per-share redemption price to approximately $13.20. The filing attributes historical extension deposits to the Company, citing monthly contributions of $100,000, $50,000, $11,199, $13,249.65, and $13,242.15 across prior cycles. Sponsor Soul Venture Partners LLC controls 42.50% of outstanding shares (1,195,990 shares) and will fund the proposed extensions via non-interest-bearing loans that are forgiven if the Company liquidates, except for any funds held outside the Trust. The filing states Nasdaq suspended trading on December 17, 2024 after determining the Company violated IM-5101-2, noting the IPO registration statement effectiveness date as December 8, 2024. Securities now trade on OTC Markets. Why it matters: Shareholders face a binary path before the February 13, 2026 deadline: redeem at the currently calculated approximately $12.75 per share, or retain shares to absorb future $0.075-per-share extension fees and accept OTC liquidity risks, including potential penny stock designation and restricted secondary market activity. The Board recommends approving the amendments, arguing continued pursuit of a business combination outweighs immediate liquidation. Deal progress remains nonexistent; the Company acknowledges it cannot satisfy the original 36-month window and highlights CFIUS review risks stemming from Sponsor founder Cheuk Hang Chow’s Hong Kong nationality and 42.50% ownership. The redemption window formally closes on February 5, 2026 at 5:00 p.m. Eastern time, requiring both written redemption requests and DTC or physical certificate delivery to Continental Stock Transfer & Trust Company. If extensions are approved and fully funded, the maximum redemption ceiling reaches approximately $13.20 per share, but warrants and rights expire worthless in any liquidation scenario. The Sponsor’s forgiving-loan structure shifts the economic cost of delay away from public shareholders but creates unsecured debt priority for the Sponsor upon a successful combination.
What changed vs 2025-09-16trust $2.2M → $2.3M +2%deadline 2026-02-13 → 2026-08-13trust account, combination deadline2 moved
- Trust account
- $2.2M$2.3M
- Combination deadline
- 2026-02-132026-08-13
SpacBrain reads this as $54,527 was added to the trust between the two filings.
The clause …“per Public Share was approximately $12.75, based on the aggregate amount on deposit in the Trust Account of approximately $$2,250,589.54 as of January 16, 2026 (including interest not previously released to the Company to pay its”…
SpacBrain reads this as 181 days later than the previous record.
The clause “WHICH THE COMPANY HAS TO CONSUMMATE A BUSINESS COMBINATION (THE “EXTENSION”) TO AUGUST 13, 2026 BY ADOPTING THE SIXTH AMENDMENT TO THE CHARTER, A COPY OF WHICH IS ATTACHED IN THE PROXY STATEMENT AS ANNEX A. For ☐ Against ☐ Abstain ☐ 2.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report featuring a routine compliance exhibit (Exhibit 99.1), specifically a Globe NewsWire-distributed press release, disclosing a corporate trust account funding event. On January 12, 2026, the registrant deposited exactly $13,242.15 into its Trust Account, formally advancing the expiration of its permitted business combination period by one month. As certified by Chief Executive Officer Cheuk Hang Chow in the accompanying 8-K dated January 15, 2026, this deposit mechanically resets the hard deadline from January 13, 2026 to February 13, 2026. Why it matters: This directly alters the redemption and liquidity timeline for public shareholders, pushing back the point at which trust funds must be released or redeemed without altering the per-share trust composition disclosed elsewhere. The press release attributes the extension strictly to needing ‘additional time’ to execute a merger or acquisition and provides no substantiated updates on pipeline targets, transaction valuations, projected revenues, market share claims, operational partnerships, or litigation. Standard corporate descriptors label the entity a Delaware blank check company under SIC classification 6770 (Real Estate & Construction), yet the filing supplies zero commercial metrics, customer data, technology roadmaps, or executive conduct details beyond the trustee funding mechanism. Investors monitoring the February 13, 2026 cutoff should treat this as a procedural calendar adjustment requiring the stated $13,242.15 cash infusion rather than a strategic development.
What changed: Preliminary Proxy Statement soliciting votes at a Special Meeting of Stockholders regarding proposed charter and trust amendments to extend the business combination period and authorize monthly extension deposits. Per the Preliminary Proxy Statement, the Board proposes amending the Charter to shift the business combination termination date from February 13, 2026 (50 months from the IPO closing date) to August 13, 2026 (56 months from the IPO closing date). To fund this window, the Trust Amendment authorizes up to six one-month extensions requiring an Extension Payment calculated as an aggregate amount equal to $0.05 multiplied by the number of Public Shares that have not been redeemed for each one-month extension. Management states that Soul Venture Partners LLC (the Sponsor) will finance these monthly deposits as non-interest-bearing loans, repayable only upon consummation of a business combination and forgiven upon liquidation except to the extent of funds held outside the Trust Account. The document fixes the record date at January 13, 2026, schedules the Special Meeting for February 9, 2026, and sets a redemption request deadline of 5:00 p.m. Eastern time on February 5, 2026. The filing confirms Nasdaq suspended trading on December 17, 2024 following a determination of non-compliance with IM-5101-2, noting securities now trade on OTC Markets. Historical monthly extension deposits cited range from $50,000 to $13,249.65, and outstanding shares are reported at 2,814,062. The actual Trust Account balance and corresponding redemption price per share are redacted as approximately $[*]. Why it matters: Per the filing, the extension mechanism directly ties trust preservation to shareholder behavior: a lower redemption rate triggers higher mandatory monthly capital injections, altering remaining shareholders' pro rata yield. The Sponsor’s loan-funded extension model maintains trust liquidity through August 13, 2026 but converts to direct creditor exposure for Soul Venture Partners LLC upon any future merger. The confirmed Nasdaq delisting and OTC transition carry stated consequences including potential "penny stock" classification, constrained broker quotation rules, diminished secondary liquidity, and loss of “covered security” status under the National Securities Markets Improvement Act of 1996, which the document warns may require state-by-state securities registration and complicate acquisition financing. Management further cautions that control by a Hong Kong national may trigger CFIUS review for U.S. targets, and extended money market holdings increase the risk of being deemed an unregistered investment company under the Investment Company Act of 1940. The compressed February 5 redemption cutoff and February 9 voting date force immediate capital allocation decisions before the February 13, 2026 contractual expiration.
What changed: A Form 8-K current report and accompanying Exhibit 99.1 press release detailing a cash contribution to the trust account to fund a one-month extension of the SPAC's business combination deadline. Per the filing dated December 10, 2025, and the attached press release, Inception Growth Acquisition Limited deposited exactly $13,242.15 into its Trust Account on December 9, 2025. This deposit formally shifts the company's deadline to complete a business combination from December 13, 2025 to January 13, 2026. Why it matters: The extension provides public shareholders until January 13, 2026 to decide whether to redeem their shares at pro-rata trust value or wait for a potential merger announcement. By contributing $13,242.15 to cover the extension cost, the company avoids drawing down the main trust corpus for administrative purposes, thereby preserving capital available for outgoing redemptions until the new deadline. The filing does not disclose any new target prospects, financial projections, operational strategy, or management changes beyond reiterating that the entity is a Delaware blank check company seeking a merger, acquisition, or reorganization. Investors must update their redemption and liquidity calendars to reflect the new January cutoff.
What changed: Quarterly report on Form 10-Q for the period ended September 30, 2025, filed November 19, 2025. Trust value per share fell to $12.46 from $12.88 at year-end 2024. Trust account balance decreased to $2.2 million from $3.6 million. Additional redemptions of 103,328 shares in June 2025 and 126,395 shares in August 2025. Extension of deadline to December 13, 2025 with ability to extend to February 13, 2026. Net loss of $866,786 for nine months vs net income of $262,934 in prior year. Cash balance only $9,063. Working capital deficit of $4.8 million. Material weakness in internal controls over financial reporting continues. Going concern uncertainty raised. Why it matters: Investors need to assess the rapidly declining trust account, high burn rate, and risk of liquidation if the AgileAlgo deal does not close by the deadline. The small trust cushion and cash position indicate limited time to complete the business combination. The material weakness and going concern note are red flags.
What changed vs 2025-08-20deadline 2025-10-14 → 2026-02-13combination deadline, trust account, going-concern doubt +21 moved · 4 with no prior record of ours
- Combination deadline
- 2025-10-142026-02-13
- Trust account
- $3.6M · unchanged
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus on businesses that have a conne… · unchanged
- Redeemable shares
- 177K · unchanged
SpacBrain reads this as 122 days later than the previous record.
The clause …“doubt about the Company’s ability to continue as a going concern if the business combination is not consummated by February 13, 2026 (unless further extended). These unaudited condensed consolidated financial statements do not”…
The clause “Description 2024 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 3,605,750 $ 3,605,750 $ - $ - ● Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740,”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for twelve months following the date these unaudited condensed consolidated”…
The clause …“Company’s control. Accordingly, at September 30, 2025 and December 31, 2024, 176,662 and 279,990 shares of common stock subject to possible redemption, are presented as temporary equity, outside of the shareholders’ deficit section of”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: SEC Form 12b-25 (Notification of Late Filing). This is a routine compliance exhibit notifying the Commission of a delayed quarterly report (Form 10-Q) for the fiscal quarter ended September 30, 2025. It does not amend the merger agreement, adjust the redemption deadline of 2027-02-13, modify the trust value of $12.73 per share, request an extension, or update deal progress. Chief Executive Officer Cheuk Hang Chow states the registrant could not file by the prescribed November 14, 2025 deadline due to a delay in completing its financial statements. He confirms all other periodic reports under Sections 13 or 15(d) for the preceding 12 months were filed on time and anticipates no significant changes in results of operations. The company commits to filing the overdue 10-Q no later than the fifth calendar day following the original deadline. Why it matters: Late financial reporting introduces execution risk for shareholders weighing redemption options before the February 2027 deadline. Because the filing contains no substantive disclosures about customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel, investors lack updated quantitative or qualitative data to assess the target’s viability or the sponsor’s operational performance. CEO Cheuk Hang Chow’s certification that financial preparation simply took longer provides minimal transparency, meaning the upcoming 10-Q will be the first recent document to clarify whether the announced deal timeline, capitalization, or underlying business metrics have materially shifted. Until that report is published, the delay itself becomes a catalyst for uncertainty in redemption calculations and sponsor credibility assessments.
What changed: A Form 8-K current report and accompanying press release announcing a trust account extension. According to the Company and executed by Chief Executive Officer Cheuk Hang Chow on November 13, 2025, the Company deposited $13,242.15 into the Trust Account on November 10, 2025 to extend the business combination deadline from November 13, 2025 to December 13, 2025. Per the press release, the stated purpose of the deposit is to provide additional time to finalize a target acquisition. No customer relationships, revenue lines, market size data, technology initiatives, partnership agreements, active litigation, or executive compensation changes are documented in this submission. Securities registration remains unchanged at units comprising common stock, redeemable warrants exercisable at $11.50 per share, and rights entitling holders to receive one-tenth of a share each. Why it matters: The $13,242.15 contribution modifies the trust liquidity balance and delays the earliest mandatory liquidation and redemption threshold by one calendar month, giving public shareholders a longer window before forced dissolution occurs if no deal closes. The press release includes a forward-looking statements disclaimer, which signals that deal progression remains speculative without binding term sheets. Repeated monthly extensions of this scale typically compress sponsor optionality, elevate administrative carry costs, and create downward pressure on warrant and right valuations as the December 13, 2025 deadline approaches without material transaction updates.
What changed: A Form 8-K Current Report and attached press release documenting the stockholder approval and execution of charter and trust agreement amendments to extend the business combination and liquidation timelines. According to the October 14, 2025 filing, stockholders at a Special Meeting held on October 9, 2025 approved amending the fifth amendment to the certificate of incorporation and the sixth amendment to the investment management trust agreement. Per the company's disclosure and signatures by Chief Executive Officer Cheuk Hang Chow, the business combination period and trust liquidation date are extended from October 13, 2025, to February 13, 2026. The trust agreement amendment authorizes up to four successive one-month extensions, requiring the company to deposit $0.075 multiplied by the number of non-redeemed public shares into the trust account for each one-month extension. Following the meeting, the company reported that 100 shares of common stock were tendered for redemption, leaving approximately $2,201,073.74 in the trust account. Voting records show 2,814,162 shares were entitled to vote, with 1,662,494 shares present (59.08%). The charter amendment passed 1,661,934 FOR to 560 AGAINST, and the trust amendment passed 1,662,374 FOR to 100 AGAINST, with zero abstentions or broker non-votes for either proposal. Why it matters: The filing materially alters the redemption and liquidation calendar by pushing the absolute termination date to February 13, 2026. The extension funding mechanism directly links sponsor capital injections to shareholder retention metrics, as the required deposit scales linearly with non-redeemed shares. The post-redemption trust balance of $2,201,073.74 establishes the current liquidity baseline before any extension deposits occur. While the company and press release frame the move as necessary to secure additional time to finalize a business combination, the submission contains no information regarding a target company, transaction valuation, deal progress, or specific strategic plans, indicating the extension serves purely as a timeline reset rather than a marker of advanced deal execution.
What changed: A Form 8-K Current Report accompanied by a press release (Exhibit 99.1) announcing a scheduled cash contribution to the trust account to secure a procedural extension of the business combination deadline. On October 9, 2025, Inception Growth Acquisition Limited deposited $13,242.15 into its trust account to execute a one-month extension. This payment officially shifts the firm’s deadline to consummate a business combination from October 13, 2025 to November 13, 2025. The filing confirms the extension operates strictly via direct trust injections without modifying the registered security register, warrant exercise price of $11.50, or rights allocation structure. Why it matters: Investors monitoring the redemption calendar must update their liquidity window to November 13, 2025, noting the $13,242.15 monthly preservation cost remains unchanged. The press release attributes the extension solely to the corporate need for additional time to negotiate a merger, capital stock exchange, asset acquisition, or reorganization, with zero target naming, financial projections, or operational milestones disclosed. Chief Executive Officer Cheuk Hang Chow executed the report, and the issuer reiterated standard boilerplate regarding forward-looking statements and conversion risks. With no new partnership, technology, litigation, customer concentration, or personnel changes reported, this filing functions purely as a mechanical deadline reset rather than a strategic update, requiring shareholders to evaluate continued trust exposure against the absence of announced deal progress through the new November threshold.
What changed: Definitive Proxy Statement (Schedule 14A) soliciting shareholder votes at a Special Meeting on October 9, 2025 to approve proposed amendments to the Certificate of Incorporation and the Investment Management Trust Agreement. The Company proposes to extend the business combination deadline and trust liquidation date from October 13, 2025 to February 13, 2026. The filing establishes a monthly extension payment mechanism requiring a deposit equal to $0.075 multiplied by the number of unredeemed public shares for each one-month extension. It sets a hard redemption request deadline of 5:00 p.m. Eastern Time on October 7, 2025, with mandatory physical or DTC delivery to Continental Stock Transfer & Trust Company at least two business days prior to the meeting. The document discloses that Sponsor Soul Venture Partners LLC, controlled by Chairman Cheuk Hang Chow, will fund these extensions through non-interest-bearing loans that are repayable upon a successful business combination and forgivable upon liquidation, except for any funds held outside the trust. Why it matters: Stockholder approval determines whether the trust liquidates after October 13, 2025 or operates for four additional months. The Company projects a pro forma redemption price of approximately $12.73 per share if the extension passes and no further redemptions occur, compared to the September 12, 2025 trailing redemption price of approximately $12.43 based on a trust balance of approximately $2,196,062.62. Management acknowledges Nasdaq delisting under Interpretive Material IM-5101-2 for failing to meet a December 8, 2024 deadline, noting Nasdaq suspension occurred December 17, 2024 with current OTC Markets trading at $11.50 on September 12, 2025 alongside stated unassured secondary market liquidity. The filing outlines substantial regulatory friction, including potential Committee on Foreign Investment in the United States (CFIUS) review due to the Sponsor’s Hong Kong nationality owning 42.50% of shares, and Investment Company Act risks arising from maintaining trust assets in U.S. Treasury Bills and money market funds. Major securityholders listed by the Company include Feis Equities LLC at 13.19%, AQR Capital Management at 12.05%, and Wolverine Asset Management at 9.39%.
What changed vs 2025-05-12trust $3.7M → $2.2M -40%deadline 2025-10-13 → 2026-02-13trust account, combination deadline2 moved
- Trust account
- $3.7M$2.2M
- Combination deadline
- 2025-10-132026-02-13
SpacBrain reads this as $1,493,827 left the trust between the two filings.
The clause …“price per Public Share was approximately $12.43 based on the aggregate amount on deposit in the Trust Account of approximately $2,196,062.62 as of September 12, 2025 (including interest not previously released to the Company to pay its”…
SpacBrain reads this as 123 days later than the previous record.
The clause “WHICH THE COMPANY HAS TO CONSUMMATE A BUSINESS COMBINATION (THE “EXTENSION”) TO FEBRUARY 13, 2026 BY ADOPTING THE FIFTH AMENDMENT TO THE CHARTER, A COPY OF WHICH IS ATTACHED IN THE PROXY STATEMENT AS ANNEX A. For ☐ Against ☐ Abstain ☐ 2.”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K current report accompanied by an Exhibit 99.1 press release, functioning as a routine compliance exhibit announcing a mandatory trust account deposit and a one-month extension of the SPAC's business combination deadline. Inception Growth Acquisition Limited deposited exactly $13,249.65 into its Trust Account on September 10, 2025. Per the Company’s announcement, executed by Chief Executive Officer Cheuk Hang Chow, this contribution extends the available window to complete a business combination from September 13, 2025 to October 13, 2025. This revision directly updates the redemption and liquidation calendar for public shareholders. Why it matters: The extension preserves the trust estate and delays the default dissolution date by thirty days, maintaining shareholder optionality while deferring any forced redemption or delisting trigger. The filing contains no substantive deal progress beyond the mechanical delay: there are zero disclosed targets, zero transaction milestones, zero revenue or market-size projections, and no disclosure of sponsor conduct other than the scheduled deposit. The press release merely restates the standard corporate purpose to effect a merger, capital stock exchange, asset acquisition, stock purchase, reorganization, or similar combination, followed by a generic forward-looking statements disclaimer. Redemption rights remain intact, but the investment decision horizon shifts to the newly established October 13, 2025 cutoff.
What changed: A Preliminary Proxy Statement (Form PRE 14A) soliciting shareholder votes to amend the Certificate of Incorporation and Investment Management Trust Agreement to extend the business combination period. The Company states the Special Meeting of Stockholders is scheduled for October 9, 2025, at 10 a.m. local time in Hong Kong SAR. Proxy materials are slated for mailing around September 23, 2025, with a record date fixed for the close of business on September 10, 2025. The Board recommends extending the termination date from October 13, 2025, to February 13, 2026, via four one-month extensions. Each extension requires a deposit into the Trust Account equal to $0.075 multiplied by the number of Public Shares not redeemed. Following consultation, the Company’s management indicates the Sponsor, Soul Venture Partners LLC, will provide the required extension amounts as interest-free loans, repayable only upon a successful business combination or forgiven if liquidation occurs, except for funds outside the Trust Account. Redemption deadlines are set for 5:00 p.m. Eastern time on October 7, 2025. There are 2,687,767 outstanding shares entitled to vote. Why it matters: The Company discloses that Nasdaq suspended trading on December 17, 2024, after failing to meet IM-5101-2 requirements, moving shares to OTC Markets where liquidity and market quotations may be limited, potentially classifying them as penny stocks. Management notes regulatory headwinds, including CFIUS review risks because Sponsor-controlled Cheuk Hang Chow is a Hong Kong national holding 44.50% of outstanding shares, and potential classification as an unregistered investment company under the 1940 Act if funds remain in money market funds too long. Historical deposit records show prior extension costs ranging from $100,000 to $13,249.65 monthly, indicating continued cash burn without a target. If the proposals fail or a deal isn't closed by February 13, 2026, warrants and rights expire worthless and the Trust Account liquidates. Public shareholders must verify whether the open market price exceeds the pro rata Trust Account redemption value, which remains partially redacted in this filing.
What changed: Quarterly report on Form 10-Q for the period ended June 30, 2025, filed by Inception Growth Acquisition Ltd (IGTA), a SPAC that has announced a business combination with AgileAlgo Holdings Limited. Trust value decreased from $3,605,750 to $2,138,322 due to redemption of 103,328 shares at ~$11.99 per share in June 2025. The company extended its deadline to September 13, 2025, depositing $13,250 per month for extensions. The business combination agreement with AgileAlgo was amended five times (No. 1 through No. 6), with the latest amendments (No. 5 and No. 6) extending the outside closing date to October 14, 2025 and adjusting the earnout period to start April 1, 2026. Net loss for six months ended June 30, 2025 was $598,873, compared to net income of $262,120 in the prior year. Working capital deficit increased to $4,507,910. The company disclosed a going concern qualification. Sponsor-related party loans total $1,540,000 and advances of $654,491. The company entered into a Standby Equity Purchase Agreement (SEPA) for up to $3,000,000 (not yet drawn). Why it matters: The filing indicates that IGTA is burning cash and has a significant working capital deficit, raising substantial doubt about its ability to continue as a going concern if the business combination does not close by September 13, 2025. The trust value is low, and redemptions continue. The business combination with AgileAlgo has been extended multiple times, with the latest outside closing date pushed to October 14, 2025. Investors should monitor the deal timeline and the company's ability to secure financing. The sponsor's support through loans and advances is critical. The company's securities are now traded on OTC Markets, not Nasdaq, which may affect liquidity.
What changed vs 2025-05-20trust $3.7M → $3.6M -2%deadline 2025-07-31 → 2025-10-14shares 280K → 177K -37%trust account, combination deadline, redeemable shares +23 moved · 2 with no prior record of ours
- Trust account
- $3.7M$3.6M
- Combination deadline
- 2025-07-312025-10-14
- Redeemable shares
- 280K177K
- Going-concern doubt
- stated · unchanged
- Mandate language
- the Company intends to focus on businesses that have a conne… · unchanged
SpacBrain reads this as $71,547 left the trust between the two filings.
The clause …“31, 2024 (Level 1) (Level 2) (Level 3) Assets: U.S. Treasury Securities held in Trust Account $ 3,605,750 $ 3,605,750 $ - $ - ● Income taxes The Company complies with the accounting and reporting requirements of ASC Topic 740,”…
SpacBrain reads this as 75 days later than the previous record.
The clause …“the Business Combination Agreement to extend the outside closing date to October 14, 2025. The Amendment No. 5 further amends the Earnout Period to begin on October 1, 2025 and conclude at the end of the third fiscal quarter”…
SpacBrain reads this as 103,328 shares are no longer redeemable.
The clause …“the Company’s control. Accordingly, at June 30, 2025 and December 31, 2024, 176,662 and 279,990 shares of common stock subject to possible redemption, are presented as temporary equity, outside of the shareholders’ deficit section of”…
The clause …“to it on commercially acceptable terms, if at all. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for twelve months following the date these unaudited condensed consolidated”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: Form 8-K Current Report disclosing the final voting results of a special stockholder meeting, covering submissions to a vote of security holders and other events. The filing reports that on August 19, 2025, Inception Growth Acquisition Limited convened a special meeting where stockholders voted on the proposed business combination. Per the company’s disclosure, 126,395 shares of common stock were tendered for redemption in connection with the vote. Shareholders approved the exchange of up to 16,000,000 PubCo Ordinary Shares for all issued and outstanding ordinary shares of AgileAlgo, making AgileAlgo a wholly owned subsidiary. The filing also confirms approval of a redomestication merger moving the entity from Delaware to the British Virgin Islands, and an amendment to eliminate the certificate of incorporation restriction that would otherwise block redemptions causing net tangible assets to fall below $5,000,001. The registrant stated it plans to close the business combination as soon as possible. On the May 27, 2025 record date, 2,917,490 shares were entitled to vote, with 2,197,168 shares represented at the meeting. Chief Executive Officer Cheuk Hang Chow signed the report. Why it matters: Approval of these proposals structurally unblocks the final corporate governance steps required before the transaction closes, directly shaping the timing relative to the existing February 13, 2027 deadline. The filing discloses that the surviving entity will adopt the new name 'Prodigy, Inc.' and appoint six directors effective upon closing: Tay Yee Paa Tony, Lee Wei Chiang Francis, Lim Chee Heong, Loo Choo Leong, Seah Chin Siong, and Wee Carmen Yik Cheng. From a capital markets perspective, the filing attributes approval to a financing arrangement with Yorkville that permits the issuance of up to $30,000,000 of PubCo Ordinary Shares over a 36-month period, explicitly reserving 4,500,000 shares for Yorkville Notes. The removal of the $5,000,001 net tangible asset redemption floor immediately alters the mechanical constraints governing future public share withdrawals, which influences residual trust value distribution and dilution projections ahead of the ticker conversion. The filing does not report customer counts, revenue figures, market size estimates, technology disclosures, litigation status, or detailed operational strategy beyond the stated redomestication and exchange mechanics.
What changed: Form 8-K current report and accompanying press release filed by Inception Growth Acquisition Limited announcing a Trust Account funding event. In its own terms, this is a routine compliance exhibit reporting a monthly extension deposit. Mechanics bearing on redemption deadlines, trust value, and deal progress: On August 11, 2025, the Company deposited $13,249.65 into the Trust Account to extend the window available to complete a business combination from August 13, 2025 to September 13, 2025. The filing was signed by Chief Executive Officer Cheuk Hang Chow on August 14, 2025. Other substance contained in the document: The filing contains zero claims regarding customers, revenue, market size, strategy, technology, partnerships, litigation, or personnel. It includes only the extension notice, standard Delaware blank-check-company boilerplate, a forward-looking statements disclaimer attributed to the Company, and contact details for the Investor Relationship Department. Why it matters: The $13,249.65 contribution directly updates the SPAC's redemption calendar by postponing the liquidation trigger that would have activated if the prior August 13, 2025 cutoff passed without a closed transaction. Investors tracking trust value and extension cadence must record this September 13, 2025 milestone and prepare for whether future monthly deposits replicate this pattern. The explicit reiteration of the $11.50 warrant exercise price confirms that no structural changes to the registered securities accompany this liquidity event, leaving existing capitalization terms intact pending a definitive business combination.
What changed: DEFA14A - Definitive Additional Materials supplementing a Schedule 14A proxy statement for a special meeting of stockholders regarding the proposed merger with AgileAlgo Holdings Ltd. Per the filing, the Special Meeting has been adjourned to August 19, 2025, which extends the redemption request deadline from August 6, 2025, to August 15, 2025. The Company recalculated the per-share redemption price to approximately $12.31 based on a trust account balance of approximately $2,175,419.38 as of August 13, 2025 (revising the prior $12.22 reference based on July 30, 2025); the Company states that assuming full extension to October 13, 2025, the liquidation distribution would be $12.39 per share. The Company confirms it deposited $13,249.65 on June 10, July 7, and August 11, 2025, to secure monthly extensions through September 13, 2025, with a final authorized one-month extension deposit of $13,249.65 available to reach the October 13, 2025 deadline. According to Amendment No. 6 to the Business Combination Agreement (dated August 7, 2025), the parties extended the outside closing date to October 14, 2025, added a Nasdaq listing condition by that date, and revised the earnout period to begin April 1, 2026, and conclude December 31, 2026. Why it matters: The adjournment and shifted deadline give public shareholders an additional two business days to tender at the current trust-backed redemption price of $12.31 ahead of the vote. The disclosure shows the sponsor continuing to fund extensions via $13,249.65 monthly payments to avoid liquidation, while highlighting the mechanical cost of delaying closure relative to the ~$2.18 million trust. The amended agreement's extended closing and altered earnout windows indicate persistent execution delays regarding the AgileAlgo merger, sustaining the risk that warrants and rights may expire worthless if the October deadlines are not met. Regarding other substantive corporate developments, the filing details nine proposals for the upcoming vote, including a redomestication from Delaware to the British Virgin Islands, adoption of the new combined entity name “Prodigy, Inc.,” appointment of six specific directors (Tay Yee Paa Tony, Lee Wei Chiang Francis, Lim Chee Heong, Loo Choo Leong, Seah Chin Siong, and Wee Carmen Yik Cheng), approval of an executive incentive plan, and authorization to issue up to $30,000,000 in shares to Yorkville over a 36-month period. The filing also advances a proposal to permanently eliminate the charter's $5,000,001 net tangible asset limitation on redemptions. The Board unanimously recommends voting FOR all proposals.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- 2025-10-14 · unchanged
The clause “5, the parties further amended the Business Combination Agreement to extend the Outside Date to October 14, 2025, and to amend the Earnout Period so as to begin on October 1, 2025 and conclude at the end of the third fiscal quarter”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Form 8-K filed pursuant to Securities Act Rule 425 by Inception Growth Acquisition Limited (IGTA) to publicly disclose Amendment No. 6 to the Business Combination Agreement with AgileAlgo Holdings Ltd., its merger sub, and the respective sellers. According to the filing, Amendment No. 6 does not alter the Outside Closing Date (which Amendment No. 5 last extended to October 14, 2025). Instead, the registrants revised Section 3.6(a) to reset the earnout mechanics. As drafted and signed by Cheuk Hang Chow for IGTA and Lee Wei Chiang Francis for AgileAlgo, the amended earnout period now commences on April 1, 2026 and terminates at the end of the third fiscal quarter thereafter, specifically December 31, 2026. The amendment stipulates that all earnout shares will vest and distribute from escrow to the signing and joining sellers only if consolidated gross revenues during that three-fiscal-quarter window equal or exceed Fifteen Million U.S. Dollars ($15,000,000), verified through subsequent Form 10-Q or 10-K filings. The filing confirms no additional extensions were granted in this iteration, locking the pre-amendment October 14, 2025 external deadline. Why it matters: The registrants’ disclosure materially shifts the timeline for seller equity realization, pushing the revenue verification window well past the initial close and delaying associated dilution until after the merged entity completes two full quarters of post-transaction operations. The filing’s forward-looking statements section, authored by the registrants and their directors, explicitly warns that there is a 'lack of useful financial information for an accurate estimate of PubCo, AgileAlgo’s or IGTA’s future capital expenditures and future revenue,' meaning the $15,000,000 full earnout target relies entirely on unaudited projections subject to variables like Nasdaq relisting conditions, competitive pressure from larger technology firms, and the potential level of public stockholder redemptions. Because the outside closing date remains anchored to October 14, 2025 while the earnout horizon extends into late 2026, public investors face an extended gap between deal consummation and performance-based payout resolution, requiring continued monitoring of SEC reporting cadence, trust maintenance under current redemption rules, and whether operational execution can still satisfy contingency clauses before the fixed deadline expires.
What changed: Form 12b-25 Notification of Late Filing requesting an extension to submit the Quarterly Report on Form 10-Q for the fiscal quarter ended June 30, 2025. Chief Executive Officer Cheuk Hang Chow reported that a delay in completing financial statements prevented the company from filing by August 14, 2025. He stated the Form 10-Q will be submitted no later than the fifth calendar day following the prescribed due date, confirmed all other periodic reports for the preceding twelve months were filed on time, and certified no anticipated significant change in results of operations compared to the prior year. Why it matters: For investors tracking redemption deadlines, trust account status, extension viability, deal progress, and sponsor conduct, this administrative delay signals pending accounting closeout activity that frequently coincides with SPAC target diligence, auditor finalization, or internal control validation. While the notice does not alter the announced merger timeline or trust composition, routine compliance exhibits of this nature can trigger exchange cure inquiries, temporarily restrict certain corporate actions, and heighten sponsor accountability scrutiny ahead of shareholder votes. The document contains no claims regarding customers, revenue, market size, strategy, technology, partnerships, or litigation. Beyond the procedural update, the executive’s operational certification provides a stability benchmark, but the eventual financial packaging will reveal whether audit adjustments, working capital notes, or combination-specific disclosures emerge—information that will directly recalibrate redemption calculations, extension capital requirements, and sponsorship credibility. All assertions originate solely from the registrant and its chief executive.
What changed: SEC Form 8-K reporting the entry into Amendment No. 6 to the Business Combination Agreement between Inception Growth Acquisition Limited (IGTA) and AgileAlgo Holdings Ltd. The amendment revises Section 3.6(a) of the existing merger agreement to reset the Earnout Period to begin on April 1, 2026 and conclude at the end of the third fiscal quarter thereafter (December 31, 2026). It codifies a Full Earnout Target requiring consolidated gross revenues of $15,000,000 during that window, as reported in 10-Q or 10-K filings, to dictate the proportional vesting and payout of Escrow-held Earnout Shares to Selling Shareholders. Why it matters: Executing across a documented sequence of amendments stretching from the original September 12, 2023 signing through previous closures extended to October 14, 2025, this filing signals sustained sponsor and management navigation of transactional hurdles. The filing leaves the standard redemption calendar, trust account mechanics, and the October 14, 2025 Outside Closing Date structurally intact, but materially alters the post-merger compensation framework. By pushing the performance measurement window forward and attaching a precise $15,000,000 revenue benchmark, the parties shift the timeline for founder and executive wealth realization. Investors monitoring the October 14, 2025 deadline should view this as evidence of continued deal execution efforts, while noting that the redefined earnout parameters will likely factor into proxy statement disclosures and shareholder voting calculus ahead of the S-4 registration statement finalization.
What changed: A DEFA14A filing that bundles a Form 8-K Current Report and an Exhibit 99.1 press release, formally announcing the adjournment of the company’s Special Meeting of stockholders and the corresponding extension of the redemption deadline for the proposed business combination. The Company stated it adjourned its Special Meeting from August 8, 2025, to August 19, 2025, at 10:00 AM Hong Kong Time, to be conducted virtually via teleconference. As a direct result, the Company clarified that the redemption deadline extended from August 6, 2025, to August 15, 2025. The filing instructs that stockholders who already submitted redemption requests may withdraw them by contacting the transfer agent, and proxy holders may revoke votes before the adjourned meeting according to the original Proxy Statement procedures. The record date for eligibility remains the close of business on May 27, 2025. The underlying proposal continues to seek approval for the proposed business combination with AgileAlgo Holdings Ltd, as outlined in the definitive proxy statement filed May 27, 2025, and supplements filed June 26, 2025, and July 31, 2025. Cheuk Hang Chow, Chief Executive Officer, signed the report. The document’s regulatory header lists trading information for units (IGTAU), common stock (IGTA), rights (IGTAR), and redeemable warrants with an exercise price of $11.50. No customer data, revenue projections, market sizing, technology roadmaps, partnership announcements, or litigation matters are disclosed in this submission. Why it matters: Shareholders holding IGTA common stock now face a revised two-business-day redemption cutoff of August 15, 2025, preceding the rescheduled August 19, 2025, vote on the AgileAlgo transaction. The administrative postponement preserves the existing voting timeline framework while granting the sponsor and management additional weeks to solicit proxies and gauge redemption levels before committing trust capital. Because no amended valuation, new consideration terms, or altered liquidation thresholds are introduced, the filing primarily serves as a procedural clock adjustment rather than a fundamental renegotiation of the combination mechanics.
What changed: A Form 8-K current report and accompanying press release announcing the adjournment of a special stockholder meeting and the extension of the corresponding redemption deadline for a proposed business combination. According to the filing, Inception Growth Acquisition Limited adjourned its special meeting, previously convened on July 25, 2025, for a date of August 8, 2025, until 10:00 AM Hong Kong Time on August 19, 2025. As a direct mechanical consequence, the Company extended the deadline for delivery of redemption requests from August 6, 2025, to August 15, 2025. The record date for determining eligible voters remains May 27, 2025. These procedural changes apply to proposals contained in the definitive proxy statement filed May 27, 2025, supplemented June 26, 2025, and July 31, 2025, specifically the proposal to approve a proposed business combination with AgileAlgo Holdings Ltd. Why it matters: This filing materially adjusts the liquidity and governance timeline for public shareholders. The extension pushes the redemption cutoff to August 15, 2025, granting stockholders an additional seven business days to elect to convert their shares for cash before the reconvened shareholder vote occurs on August 19, 2025. The explicit identification of AgileAlgo Holdings Ltd. as the merger target confirms transaction continuity despite the scheduling delay. Beyond the adjusted dates, the meeting dial-in information, proxy solicitor contact details (Advantage Proxy, Inc.), and standard forward-looking statement disclaimers, the document contains zero disclosures regarding target revenue, customer demographics, market size, sponsor conduct, litigation, or trust valuation mechanics. Investors relying on baseline trust values or the February 13, 2027 liquidation horizon referenced in external trackers must consult earlier registration or proxy filings, as this document does not reproduce those figures.
What changed: Definitive Additional Materials (Supplement No. 2) to the Proxy Statement for a Special Meeting of Stockholders of Inception Growth Acquisition Limited, filed to update prior proxy materials regarding meeting dates, trust balances, redemption deadlines, extension payments, and amendments to the Business Combination Agreement with AgileAlgo Holdings Ltd. Mechanics: The company states the Special Meeting was adjourned on July 25, 2025, to August 8, 2025, at 10:00 AM Hong Kong Time, extending the redemption request deadline from July 23, 2025, to August 6, 2025. The firm recalculated the per-share redemption price based on a July 30, 2025 trust balance of approximately $2,158,702.48, resulting in an updated price of approximately $12.22 per share less taxes. The company reports depositing $13,249.65 on June 10, 2025, and another $13,249.65 on July 7, 2025, to secure one-month extensions, leaving a final deadline of October 13, 2025 assuming all remaining extensions are funded at $0.075 per unredeemed share monthly. Amendment No. 5 to the Business Combination Agreement, dated July 31, 2025, pushes the Outside Closing Date to October 14, 2025, and resets the Earnout Period to run from October 1, 2025, through June 30, 2026. Substance: The filing details the deal structure involving up to 16,000,000 PubCo Ordinary Shares exchanged for AgileAlgo ordinary shares, with closing consideration valued at $10.00 each totaling $140,000,000, plus up to 2,000,000 contingent earnout shares valued at $10.00 each ($20,000,000). The company specifies earnout vesting ties to Gross Revenues of at least $15,000,000 for full payout or greater than $7,500,000 but less than $15,000,000 for pro-rata payout during the earnout period. OTC Markets closing prices as of July 29, 2025, are updated to IGTA Units $13.09, IGTA Shares $9.00, IGTA Warrants $0.0761, and IGTA Rights $0.2799. The company notes 103,328 shares were tendered for redemption at the June 5, 2025 annual meeting. Proposed corporate actions include re-domesticating from Delaware to the British Virgin Islands, renaming to 'Prodigy, Inc.', eliminating the $5,000,001 net tangible assets redemption limitation, approving up to $30,000,000 in shares for Yorkville financing (including 4,500,000 shares for Notes), and appointing six directors effective upon closing. As of December 31, 2024, the company held approximately $4,295 of unused net proceeds outside the trust. Sponsor Soul Venture Partners LLC has agreed to cover vendor liabilities exceeding net IPO proceeds not in trust upon any pre-combination liquidation. Why it matters: Investors tracking redemptions now face a shifted voting and cash-out window ending August 6, 2025, with trust value confirmed near $12.22 per share versus the recent $9.00 public trading price, creating a persistent arbitrage spread. The sponsor’s consistent extension deposits and willingness to fund through mid-October 2025 demonstrate continued capital commitment, while removing the $5,000,001 net tangible asset floor prevents a technical liquidation trigger that could previously have locked out high redemption rates. The amended earnout timeline and revenue-based payout structure shift target management incentives toward post-close commercial execution rather than mere closing speed, directly impacting future dilution and combined entity valuation.
outside datenothing moved · 1 with no prior record of ours
- Outside date
- not previously extracted2025-10-14
SpacBrain reads this as the agreement may be terminated from 2025-10-14.
The clause “5, the parties further amended the Business Combination Agreement to extend the Outside Date to October 14, 2025, and to amend the Earnout Period so as to begin on October 1, 2025 and conclude at the end of the third fiscal quarter”…
Read from stored SEC filing text by a regex — no model is involved — and each side links to the filing it came from. “Not previously extracted” is a statement about our record, not about the company: the clause may be present in wording we do not match.
What changed: A Rule 425 written communication accompanying a Form 8-K current report that discloses Amendment No. 5 to the Business Combination Agreement between Inception Growth Acquisition Limited (IGTA), IGTA Merger Sub Limited, and AgileAlgo Holdings Ltd., filed on July 31, 2025. Per the amendment executed by Cheuk Hang Chow (Chief Executive Officer of IGTA and Director of IGTA Merger Sub Limited) and Lee Wei Chiang Francis (Director of AgileAlgo Holdings Ltd.), the Outside Closing Date has been extended to October 14, 2025. The parties reset the Earnout Period to begin October 1, 2025 and conclude June 30, 2026. Under the revised terms, PubCo and AgileAlgo must achieve consolidated gross revenues of Fifteen Million U.S. Dollars ($15,000,000) during that three-quarter span for all earnout shares to fully vest and release from escrow. IGTA also granted consent and related waivers for specified transfers and issuances of Company ordinary shares under Section 7.1 of the agreement. Why it matters: The October 14, 2025 terminal date supersedes prior July 31, 2025 and May 31, 2025 cut-offs, materially compressing the merger schedule while remaining inside the fund’s stated February 13, 2027 liquidation horizon, thereby reshaping redemption windows and proxy solicitation timelines. Locking sellers to a $15,000,000 three-quarter gross revenue benchmark fundamentally shifts post-closing equity distribution mechanics and dilution exposure compared to earlier amendment milestones. Standard cautionary language attributed to AgileAlgo, PubCo, and IGTA warns that projections for growth, anticipated enterprise value, and expected financial impacts are not guarantees and face risks including Nasdaq delisting, regulatory shifts, and head-to-head competition from larger technology companies with superior resources. Company leadership and registrant counsel explicitly cautioned that useful financial information currently remains unavailable for accurately estimating future capital expenditures or revenue, meaning the $15,000,000 earnout hurdle operates without verified operational baselines, which directly influences investor modeling of trust preservation and sponsor alignment.
What changed: A Current Report on Form 8-K disclosing the entry into Amendment No. 5 to the Business Combination Agreement between Inception Growth Acquisition Limited (IGTA), IGTA Merger Sub Limited, and AgileAlgo Holdings Ltd. According to Item 1.01 and the attached Exhibit 10.1, the Outside Closing Date is extended to October 14, 2025. The Earnout Period is reset to commence on October 1, 2025, and conclude on June 30, 2026. The amendment dictates that Earnout Shares vest when consolidated gross revenues of the Purchaser and its subsidiaries equal or exceed $15,000,000 during the three fiscal quarters following October 1, 2025. It also records IGTA’s consent to related waivers for certain transfers and issuances of Company ordinary shares under Section 7.1. Why it matters: This filing resets the terminal timeline for the proposed merger, effectively extending the window during which public shareholders may elect to redeem their shares before the combination formally closes. The amendment restructures seller incentives by anchoring payouts to a specific $15,000,000 gross revenue threshold tracked via future Form 10-Q and Form 10-K filings, replacing prior valuation or performance metrics. The necessity of a fifth consecutive amendment indicates persistent delays in satisfying closing conditions, providing sponsors additional operational runway while leaving the redemption mechanics and existing securities structure intact.
What changed: A Form 8-K Current Report accompanied by Exhibit 99.1, a press release dated July 28, 2025, announcing the immediate adjournment of Inception Growth Acquisition Limited’s special stockholder meeting and the associated extension of the redemption deadline for the proposed business combination with AgileAlgo Holdings Ltd. As stated in the press release and signed by Chief Executive Officer Cheuk Hang Chow, the special meeting originally called for July 25, 2025, was adjourned without conducting business to August 8, 2025, at 10:00 AM Hong Kong Time via virtual teleconference. Consequently, the Company extended the deadline for delivering redemption requests from July 23, 2025, to August 6, 2025. The filing notes that stockholders who already submitted redemption requests may revoke them prior to the new August 6, 2025 deadline, and confirms the record date for voting eligibility remains the close of business on May 27, 2025. Why it matters: The adjusted schedule pushes the shareholder redemption window from July 23, 2025, to August 6, 2025, giving investors an additional two weeks to decide whether to redeem shares prior to the August 8, 2025 merger vote. The adjournment signals that the Company failed to convene successfully on the original date, extending the period for proxy solicitation and last-minute capital preservation decisions. This document contains no updates on trust value per share, sponsor conduct, or target company financials, technology, or customer metrics; those items remain outlined in the definitive proxy statement filed May 27, 2025, and its supplement dated June 26, 2025. Investors are directed to contact proxy solicitor Advantage Proxy, Inc. at (877) 870-8565 or (206) 870-8565, or email ksmith@advantageproxy.com, for redemption or voting instructions.
In plain English
Redemption deadlinethe last day to hand shares back for cash
Set by the filing that calls the meeting. Tender after it and the company is under no obligation to pay you the trust value.
Cash in trust / trust per sharethe cash the company is holding for each public share
Filed quarterly in the 10-Q's XBRL. It earns interest between filings, so the figure on a given day is slightly higher than the last filed one — where we show that we label it an estimate.
Accession numberthe SEC's unique id for one filing
Every figure on this page carries the accession of the filing that states it, so you can open the primary document rather than trust us.