IGTA (IGTA) withdraws Nasdaq listing bid; explores alternatives

Rhea-AI Filing Summary

Inception Growth Acquisition Limited disclosed that it and PubCo withdrew PubCo’s Nasdaq listing application on April 14, 2026 after consultation with Nasdaq. The withdrawal relates to the proposed redomestication merger and business combination with AgileAlgo; the Company’s OTC listings remain unchanged while alternative listing venues and strategic options are evaluated.

Key Figures

Listing application withdrawn: April 14, 2026 Business Combination agreement date: September 12, 2023 Warrant exercise price: $11.50 +1 more

4 metrics

Listing application withdrawn April 14, 2026 Date of withdrawal of Nasdaq listing application

Business Combination agreement date September 12, 2023 Date Company entered Business Combination Agreement

Warrant exercise price $11.50 Redeemable warrants exercisable for one share at stated price

Commission File Number 001-41134 SEC Commission File Number for the registrant

Key Terms

Redomestication Merger, Listing Application, Business Combination Agreement, OTC Markets Group, Inc

4 terms

Redomestication Merger regulatory

"Redomestication Merger of the Company with and into PubCo"

Listing Application market

"PubCo submitted an application to The Nasdaq Stock Market LLC to list PubCo’s securities"

A listing application is a formal request filed with a stock exchange or regulator asking permission for a company’s shares to be traded publicly. It matters to investors because approval opens a new market for buying and selling the stock, increases visibility and regulatory oversight, and often brings detailed financial disclosures; like applying for a store permit before opening, the outcome affects when and how easily investors can trade and value the shares.

Business Combination Agreement corporate

"entered into a business combination agreement, as amended (the “Business Combination Agreement”)"

A business combination agreement is a detailed contract that lays out the terms for two companies to join together—covering price, how ownership will be split, the steps needed to close the deal, and what each side promises to do or avoid before closing. For investors it matters because the agreement determines potential changes in value, control, timing, and risk exposure—think of it like the playbook for a merger that shows who wins, who pays, and what could still derail the plan.

OTC Markets Group, Inc market

"continued listing of the Company’s securities on OTC Markets Group, Inc"

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

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

Date of Report (Date of earliest event reported): April 14, 2026

INCEPTION GROWTH ACQUISITION LIMITED

(Exact Name of Registrant as Specified in its Charter)

Delaware		001-41134		86-2648456
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

875 Washington Street New York, NY		10014
(Address of Principal Executive Offices)		(Zip Code)

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

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☒ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Units, each consisting of one share of common stock, $0.0001 par value, one-half (1/2) of one redeemable warrant and one right entitling the holder to receive one-tenth of a share of common stock		IGTAU		OTC Markets Group, Inc
Common Stock, par value $0.0001 per share		IGTA		OTC Markets Group, Inc
Redeemable warrants, each exercisable for one share of common stock at an exercise price of $11.50		IGTAW		OTC Markets Group, Inc
Rights, each to receive one-tenth of one share of common stock		IGTAR		OTC Markets Group, Inc

Item 8.01. Other Events.

Withdrawal of Nasdaq Listing Application for Combined Company

As previously disclosed, on September 12, 2023, Inception Growth Acquisition Limited (the “Company”) entered into a business combination agreement, as amended (the “Business Combination Agreement”), with IGTA Merger Sub Limited (“PubCo”), AgileAlgo Holdings Ltd. (“AgileAlgo”) and certain AgileAlgo shareholders. The Business Combination Agreement contemplates, among other things, a Redomestication Merger of the Company with and into PubCo (as such terms are defined in the Business Combination Agreement), followed by an exchange of AgileAlgo shares for PubCo ordinary shares (such transactions, the “Business Combination”).

In connection with the proposed Business Combination, PubCo submitted an application to The Nasdaq Stock Market LLC (“Nasdaq”) to list PubCo’s securities on Nasdaq upon the closing of the Business Combination (the “Listing Application”).

On April 14, 2026, after consultation with Nasdaq, the Company and PubCo determined to withdraw the Listing Application. Accordingly, PubCo has withdrawn the Listing Application previously submitted to Nasdaq for the listing of PubCo’s securities upon the closing of the Business Combination.

The withdrawal of the Listing Application does not affect the continued listing of the Company’s securities on OTC Markets Group, Inc under their existing trading symbols prior to the consummation of any business combination. The Company and PubCo are currently evaluating alternative listing venues and other strategic alternatives with respect to the Business Combination and the combined company’s future trading market.

1

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned hereunto duly authorized.

	INCEPTION GROWTH ACQUISITION LIMITED
	By:	/s/ Cheuk Hang Chow
	Name:	Cheuk Hang Chow
	Title:	Chief Executive Officer

Date: April 17, 2026

2

FAQ

Why did IGTA withdraw the Nasdaq listing application?

The company and PubCo withdrew the Nasdaq listing application after consultation with Nasdaq on April 14, 2026. The filing states the parties decided to withdraw the application and are evaluating alternative listing venues and strategic alternatives for the combined company.

Does the withdrawal affect IGTA’s current trading symbols?

No. The withdrawal does not affect the continued listing of the Company’s securities on OTC Markets Group, Inc under their existing trading symbols prior to any business combination, per the disclosure in the April 14, 2026 notice.

What transaction was the Nasdaq application tied to for IGTA?

The Nasdaq application was submitted in connection with the proposed Business Combination involving a redomestication merger of the Company into PubCo and the exchange of AgileAlgo shares for PubCo ordinary shares under the Business Combination Agreement.

What are the next steps after withdrawing the Nasdaq application?

The Company and PubCo stated they are evaluating alternative listing venues and other strategic alternatives with respect to the Business Combination and the combined company’s future trading market; timing and definitive plans were not provided in the excerpt.