Inception Growth Acquisition : Non-Reliance on Previously Issued Financial Report - Form 8-K

Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review.

In connection with the preparation of the financial statements for Inception Growth Acquisition Limited (the "Company") as of and for the year ended December 31, 2023, the Company's management, in consultation with its advisors, identified two errors made in certain of the Company's previously issued financial statements, arising from the manner in which the Company accounted for the deferred underwriting compensation in connection with the Company's initial public offering and the classification of non-redemption agreement expenses. The Company previously overstated $337,500 deferred underwriting compensationand classified the non-redemption agreement expenses as additional paid-in capital item. The Company's management determined, after consultation with its advisors, that the deferred underwriting compensation should be decreased to the maximum allowed by the underwriting agreement, and the non-redemption agreement expenses should be reclassified as profit and loss item.

On May 14, 2024, the audit committee of the board of directors of the Company (the "Audit Committee") determined, after discussion with its advisors, including Adeptus Partners, LLC, the Company's independent accountant, that the Company's (i) unaudited financial statements as of and for the quarter and nine months ended September 30, 2023 contained in the Company's Quarterly Report on Form 10-Q filed with the SEC on November 14, 2023, (ii) unaudited financial statements as of and for the quarter and six months ended June 30, 2023 contained in the Company's Quarterly Report on Form 10-Q filed on August 14, 2023, (iii) unaudited financial statements as of and for the quarter ended March 31, 2023 contained in the Company's Quarterly Report on Form 10-Q filed on May 22, 2023, (iv) unaudited financial statements as of and for the quarter and nine months ended September 30, 2022 contained in the Company's Quarterly Report on Form 10-Q filed on November 14, 2022, (v) unaudited financial statements as of and for the quarter and six months ended June 30, 2022 contained in the Company's Quarterly Report on Form 10-Q filed on August 12, 2022, (vi) unaudited financial statements as of and for the quarter ended March 31, 2022 contained in the Company's Quarterly Report on Form 10-Q filed on May 16, 2022 (the aforementioned Quarterly Reports from (i) through (vi), collectively, the "Prior 10-Qs"), should no longer be relied upon due to the errors described above.

As a result, the Company plans to amend the Prior 10-Qs to restate its unaudited financial statements as of and for the applicable reporting periods, which the Company intends to file as soon as practicable.

The Company does not expect the changes described above to have any impact on its cash position, revenues, liquidity, or the balance held in its trust account.

The Company's managementhas concluded that in light of the errors described above, a material weakness exists in the Company's internal control over financial reporting and that the Company's disclosure controls and procedures were not effective.

The Company's management and the Audit Committee have discussed the matters disclosed in this Current Report on Form 8-K pursuant to this Item 4.02 with Adeptus Partners, LLC, the Company's independent registered public accounting firm.