Filing Details

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

 

SCHEDULE 13G

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO RULES 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED

PURSUANT TO §240.13d-2

 

Inception Growth Acquisition Limited
(Name of Issuer)

 

Common stock, $0.0001 par value
(Title of Class of Securities)

 

45333D203
(CUSIP Number)

 

December 31, 2021
(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 page(s))

Page 1 of 7 Pages

 

 

CUSIP No.  45333D203

13G

Page 2 of 7 Pages

 

1	NAME OF REPORTING PERSON   Soul Venture Partners 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	5	SOLE VOTING POWER   2,367,500(1)
	6	SHARED VOTING POWER   -0-
	7	SOLE DISPOSITIVE POWER   2,367,500 (1)
	8	SHARED DISPOSITIVE POWER   -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,367,500(1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   18.23%
12	TYPE OF REPORTING PERSON*   OO

 

(1)

Does not include 4,721,250 shares of common stock issuable upon exercise of 4,721,250 warrants owned by Soul Venture Partners LLC. Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) December 8, 2022, and expires 5 years after the completion of an initial business combination, or earlier upon redemption.

 

 

CUSIP No.  45333D203

13G

Page 3 of 7 Pages

 

1	NAME OF REPORTING PERSON   Jason Wong
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP   (a) ☐ (b) ☐
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION   Hong Kong

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON	5	SOLE VOTING POWER   2,367,500(1)
	6	SHARED VOTING POWER   -0-
	7	SOLE DISPOSITIVE POWER   2,367,500 (1)
	8	SHARED DISPOSITIVE POWER   -0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   2,367,500(1)
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES   (SEE INSTRUCTIONS)   ☐
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9   18.23%
12	TYPE OF REPORTING PERSON*   IN

  

(1)

Does not include 4,721,250 shares of common stock issuable upon exercise of 4,721,250 warrants owned by Soul Venture Partners LLC. Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) December 8, 2022, and expires 5 years after the completion of an initial business combination, or earlier upon redemption.

 

 

CUSIP No.  45333D203

13G

Page 4 of 7 Pages

 

 

Item 1.
	(a)	Name of Issuer:  Inception Growth Acquisition Limited
	(b)	Address of Issuer’s Principal Executive Offices:
		875 Washington Street, New York, NY 10014
Item 2.
	(a)	Name of Person Filing:  Soul Venture Partners LLC
			Jason Wong
	(b)	Address of Principal Business Office or if none, Residence:
		c/o Inception Growth Acquisition Limited
		875 Washington Street, New York, NY 10014
	(c)	Citizenship:	Soul Venture Partners LLC – Delaware
		Jason Wong – Hong Kong
	(d)	Title of Class of Securities:  Common stock, $0.0001 par value
	(e)	CUSIP Number:	45333D203
Item 3.	Not Applicable
Item 4.	Ownership.
	(a)	Amount Beneficially Owned:
		Soul Venture Partners LLC – 2,367,500 shares.
		Jason Wong – 2,367,500 shares. Consists of ordinary shares owned by Soul Venture Partners LLC.
		The foregoing does not include 4,721,250 shares of common stock issuable upon exercise of 4,721,250 warrants owned by Soul Venture Partners LLC. Each warrant is exercisable at a price of $11.50 per full share commencing on the later of (x) the completion of an initial business combination and (y) December 8, 2022, and expires 5 years after the completion of an initial business combination, or earlier upon redemption.
		Jason Wong has voting and dispositive power over the securities owned by Soul Venture Partners LLC.

 

  

CUSIP No.  45333D203

13G

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	(b)	Percent of Class:
		Soul Venture Partners LLC – 18.23%
		Jason Wong – 18.23%
		The foregoing percentages are based on 12,987,500 shares of common stock outstanding as of December 31, 2021.
	(c)	Number of shares as to which such person has:
	(i)	sole power to vote or to direct the vote:
		Soul Venture Partners LLC  – 2,367,500 shares.
		Jason Wong – 2,367,500 shares.
	(ii)	shared power to vote or to direct the vote:
		Soul Venture Partners LLC  – 0 shares.
		Jason Wong – 0 shares.
	(iii)	sole power to dispose or to direct the disposition of:
		Soul Venture Partners LLC  – 2,367,500 shares.
		Jason Wong – 2,367,500 shares.
	(iv)	shared power to dispose or to direct the disposition of:
		Soul Venture Partners LLC  – 0 shares.
		Jason Wong – 0 shares.
Item 5.	Ownership of Five Percent or Less of a Class: Not Applicable
Item 6.	Ownership of More than Five Percent on Behalf of Another Person: Not Applicable
Item 7.	Identification and Classification of Subsidiary Which Acquired the Securities:  Not Applicable
Item 8.	Identification and Classification of Members of the Group: Not Applicable
Item 9.	Notice of Dissolution of Group: Not Applicable
Item 10.	Certifications: Not Applicable

 

 

CUSIP No.  45333D203

13G

Page 6 of 7 Pages

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 10, 2022

 

	SOUL VENTURE PARTNERS LLC
	By:	/s/ Jason Wong
		Name:	Jason Wong
		Title:	Director
		/s/ Jason Wong
		Jason Wong

  

 

CUSIP No.  45333D203

13G

Page 7 of 7 Pages

 

EXHIBIT 1

 

JOINT FILING AGREEMENT

 

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the common stock, $0.0001 par value, of Inception Growth Acquisition Limited, a Delaware corporation, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings.

 

The undersigned further agree that each party hereto is responsible for the timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

 

This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this agreement as of February 10, 2022.

 

	SOUL VENTURE PARTNERS LLC
	By:	/s/ Jason Wong
		Name:	Jason Wong
		Title:	Managing member
		/s/ Jason Wong
		Jason Wong