Inception Growth Acquisition Ltd 2025年度报告

FORM 10-K ☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year endedDecember 31, 2025 or ☐TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to ________________ Commission file number:001-41134 INCEPTION GROWTH ACQUISITION LIMITED(Exact name of registrant as specified in its charter) Delaware86-2648456(State or other jurisdiction of(I.R.S. Employer incorporation or organization)Identification No.) New York, NY10014(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code:(315) 636-6638 Securities registered pursuant to Section 12(b) of the Act: Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule405 of the Securities Act. Yes☐No☒ Indicate by check mark if the registrant is not required to file reports pursuant to Section13 or Section15(d)of the Exchange Act. Yes☐No☒ Indicate by check mark whether the registrant (1)has filed all reports required by Section13 or 15(d)of the Securities Exchange Actof 1934 during the preceding 12months (or for such shorter period that the registrant was required to file such reports), and (2)hasbeen subject to such filing requirements for the past 90days. Yes☒No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submittedpursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that theregistrant was required to submit such files). Yes☒No☐ Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smallerreporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smallerreporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period forcomplying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectivenessof its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registeredpublic accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of theregistrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule12b-2 of the Exchange Act). Yes☒No☐ At June 30, 2025, the aggregate market value of the Registrant’s shares of common stock held by non-affiliates of the Registrant was$2,208,275. As of March 9, 2026, the Registrant had 2,800,211 shares of common stock outstanding. DOCUMENTS INCORPORATED BY REFERENCE None. INCEPTION GROWTH ACQUISITION LIMITED PART IITEM 1.BUSINESS1ITEM 1A.RISK FACTORS30ITEM 1B.UNRESOLVED STAFF COMMENTS30ITEM 1C.CYBERSECURITY30ITEM 2.PROPERTIES30ITEM 3.LEGAL PROCEEDINGS30ITEM 4.MINE SAFETY DISCLOSURES30PART IIITEM 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS ANDISSUER PURCHASES OF EQUITY SECURITIES31ITEM 6.[RESERVED]32ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS33ITEM 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK39ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA39ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE39ITEM 9A.CONTROLS AND PROCEDURES40ITEM 9B.OTHER INFORMATION41ITEM 9C.DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS41PART IIIITEM 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE42ITEM 11.EXECUTIVE COMPENSATION50ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT ANDRELATED STOCKHOLDER MATTERS50ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE52ITEM 14.PRINCIPAL ACCOUNTANT FEES AND SERVICES54PART IVITEM 15.EXHIBITS AND FINANCIAL STATEMENT SCHEDULES55 CERTAIN TERMS References to “the Company,” “IGTA,” “our,” “us” or “we” refer to Inception Growth Acquisition Limited, a blank checkcompany incorporated on March 4, 2021 under the laws of the State of Delaware. References to our “Sponsor” refer to Soul VenturePartners LLC. Reference