Harraden Circle Investments LLC

11/12/2024 | Press release | Distributed by Public on 11/12/2024 12:55

Amendment to Beneficial Ownership Report - Form SC 13G/A

SC 13G/A

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

Inception Growth Acquisition Limited

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

45333D104

(CUSIP Number)

September 30, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*

The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Continued on following pages

Page 1 of 10 Pages

Exhibit Index: 10 Page

CUSIP No. 45333D104 Page 2 of 10 Pages
 1

NAMES OF REPORTING PERSONS

Harraden Circle Investments, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 3

SEC USE ONLY

 4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES BENEFICIALLY 

 OWNED BY EACH REPORTING PERSON

WITH

 5

SOLE VOTING POWER

0

 6

SHARED VOTING POWER

0

 7

SOLE DISPOSITIVE POWER

0

 8

SHARED DISPOSITIVE POWER

0

 9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO, HC, IA

(1)

See Item 4 below. This constitutes an exit filing for the Reporting Person.

CUSIP No. 45333D104 Page 3 of 10 Pages
 1

NAMES OF REPORTING PERSONS

Harraden Circle Investors GP, LP

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 3

SEC USE ONLY

 4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES BENEFICIALLY  

OWNED BY EACH REPORTING PERSON

WITH

 5

SOLE VOTING POWER

0

 6

SHARED VOTING POWER

0

 7

SOLE DISPOSITIVE POWER

0

 8

SHARED DISPOSITIVE POWER

0

 9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN, HC

(1)

See Item 4 below. This constitutes an exit filing for the Reporting Person.

CUSIP No. 45333D104 Page 4 of 10 Pages
 1

NAMES OF REPORTING PERSONS

Harraden Circle Investors GP, LLC

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 3

SEC USE ONLY

 4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES BENEFICIALLY  

OWNED BY EACH REPORTING PERSON

WITH

 5

SOLE VOTING POWER

0

 6

SHARED VOTING POWER

0

 7

SOLE DISPOSITIVE POWER

0

 8

SHARED DISPOSITIVE POWER

0

 9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

OO, HC

(1)

See Item 4 below. This constitutes an exit filing for the Reporting Person.

CUSIP No. 45333D104 Page 5 of 10 Pages
 1

NAMES OF REPORTING PERSONS

Harraden Circle Investors, LP

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 3

SEC USE ONLY

 4

CITIZENSHIP OR PLACE OF ORGANIZATION

Delaware

NUMBER OF

SHARES BENEFICIALLY  

OWNED BY EACH REPORTING PERSON

WITH

 5

SOLE VOTING POWER

0

 6

SHARED VOTING POWER

0

 7

SOLE DISPOSITIVE POWER

0

 8

SHARED DISPOSITIVE POWER

0

 9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

PN

(1)

See Item 4 below. This constitutes an exit filing for the Reporting Person.

CUSIP No. 45333D104 Page 6 of 10 Pages
 1

NAMES OF REPORTING PERSONS

Frederick V. Fortmiller, Jr.

 2

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

(a) ☐  (b) ☐

 3

SEC USE ONLY

 4

CITIZENSHIP OR PLACE OF ORGANIZATION

United States of America

NUMBER OF

SHARES BENEFICIALLY  

OWNED BY EACH REPORTING PERSON

WITH

 5

SOLE VOTING POWER

0

 6

SHARED VOTING POWER

0

 7

SOLE DISPOSITIVE POWER

0

 8

SHARED DISPOSITIVE POWER

0

 9

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

0

10

CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

☐

11

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

0%

12

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

IN, HC

(1)

See Item 4 below. This constitutes an exit filing for the Reporting Person.

CUSIP No. 45333D104 Page 7 of 10 Pages

Explanatory Note: This Amendment is being filed to report that the Reporting Persons have ceased to be the beneficial owner of more than five percent of the outstanding shares of Class A common stock of the "Issuer". This Amendment constitutes an exit filing for the Reporting Persons.

Item 1(a).

Name of Issuer

Inception Growth Acquisition Limited (the "issuer")

Item 1(b).

Address of Issuer's Principal Executive Offices

875 Washington Street, New York, NY 10014

Item 2(a).

Names of Persons Filing

This Statement is filed on behalf of the following persons (collectively, the "Reporting Persons"):

i)

Harraden Circle Investors, LP ("Harraden Fund"),

ii)

Harraden Circle Investors GP, LP ("Harraden GP");

iii)

Harraden Circle Investors GP, LLC ("Harraden LLC");

iv)

Harraden Circle Investments, LLC ("Harraden Adviser"); and

v)

Frederick V. Fortmiller, Jr. ("Mr. Fortmiller");

This Statement relates to Shares (as defined herein) directly beneficially owned by Harraden Fund. Harraden GP is the general partner to Harraden Fund, and Harraden LLC is the general partner of Harraden GP. Harraden Adviser serves as investment manager to Harraden Fund and other high net worth individuals. Mr. Fortmiller is the managing member of each of Harraden LLC and Harraden Adviser. In such capacities, each of Harraden GP, Harraden LLC, Harraden Adviser and Mr. Fortmiller may be deemed to indirectly beneficially own the Shares reported herein directly beneficially owned by Harraden Fund.

Item 2(b).

Address of Principal Business Office or, if None, Residence

The address of the principal business office of each Reporting Person is 299 Park Avenue, 21st Floor, New York, NY 10171.

Item 2(c).

Citizenship

Each of Harraden Fund and Harraden GP is a Delaware limited partnership. Each of Harraden LLC and Harraden Adviser is a Delaware limited liability company. Mr. Fortmiller is a citizen of the United States of America.

Item 2(d).

Title of Class of Securities

Class A Common Stock, par value $0.0001 per share ("Shares")

Item 2(e).

CUSIP No. 45333D104

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: This Item 3 is not applicable.

CUSIP No. 45333D104 Page 8 of 10 Pages
Item 4.

Ownership

Item 4(a)

Amount Beneficially Owned

As of September 30, 2024, the Reporting Persons did not beneficially own any of the Issuer's Class A Common Stock. Accordingly, this Schedule 13G/A constitutes an exit filing for the Reporting Persons.

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following ☒.

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

This Item 6 is not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person

See disclosure in Item 2 hereof.

Item 8.

Identification and Classification of Members of the Group

This Item 8 is not applicable.

Item 9.

Notice of Dissolution of Group

This Item 9 is not applicable.

Item 10.

Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

CUSIP No. 45333D104 Page 9 of 10 Pages

SIGNATURE

After reasonable inquiry and to the best of its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Date: November 12, 2024

HARRADEN CIRCLE INVESTORS, LP
By: HARRADEN CIRCLE INVESTORS GP, LP, its general partner
By: HARRADEN CIRCLE INVESTORS GP, LLC, its general partner
By: /s/ Frederick V. Fortmiller, Jr.
Title: Managing Member
HARRADEN CIRCLE INVESTORS GP, LP
By: HARRADEN CIRCLE INVESTORS GP, LLC, its general partner
By: /s/ Frederick V. Fortmiller, Jr.
Title: Managing Member
HARRADEN CIRCLE INVESTORS GP, LLC
By: /s/ Frederick V. Fortmiller, Jr.
Managing Member
HARRADEN CIRCLE INVESTMENTS, LLC
By: /s/ Frederick V. Fortmiller, Jr.
Managing Member
FREDERICK V. FORTMILLER, JR.
/s/ Frederick V. Fortmiller, Jr.
CUSIP No. 45333D104 Page 10 of 10 Pages

Exhibit INDEX

Joint Filing Agreement

11