Sec Form 13G Filing - Lighthouse Investment Partners LLC filing for INCEPTION GROWTH ACQUISITION W (IGTAW) - 2023-05-05

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

 

SCHEDULE 13G/A

 

Under the Securities Exchange Act of 1934

(Amendment No. 1)*



Inception Growth Acquisition Limited

(Name of Issuer)

 

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

(Title of Class of Securities)

 

45333D203

(CUSIP Number)

 

 

April 30, 2023
(Date of Event Which Requires Filing of this Statement)

 

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

 

x Rule 13d-1(b)

o Rule 13d-1(c)

o 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).

 
 
CUSIP No.  45333D203
 SCHEDULE 13G/A
Page 2 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Lighthouse Investment Partners, LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
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
 
216,450
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
216,450
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
216,450
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.09%
12
TYPE OF REPORTING PERSON
 
IA

 
 
CUSIP No.  45333D203
 SCHEDULE 13G/A
Page 3 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
216,450
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
216,450
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
216,450
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.09%
12
TYPE OF REPORTING PERSON
 
FI

 
 
CUSIP No.  45333D203
 SCHEDULE 13G/A
Page 4 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
216,450
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
216,450
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
216,450
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.09%
12
TYPE OF REPORTING PERSON
 
FI

 

 
 
CUSIP No.  45333D203
 SCHEDULE 13G/A
Page 5 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
216,450
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
216,450
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
216,450
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.09%
12
TYPE OF REPORTING PERSON
 
FI
 
 
CUSIP No.  G0230C124
 SCHEDULE 13G/A
Page 6 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Cayman Islands
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
216,450
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
216,450
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
216,450
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.09%
12
TYPE OF REPORTING PERSON
 
FI
 
 
CUSIP No.  G0230C124
 SCHEDULE 13G/A
Page 7 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
LHP Ireland Fund Management Limited
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ireland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
216,450
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
216,450
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
216,450
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.09%
12
TYPE OF REPORTING PERSON
 
FI
 
 
CUSIP No.  G0230C124
 SCHEDULE 13G/A
Page 8 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
MAP 501, a sub-trust of LMA Ireland
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ireland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
216,450
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
216,450
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
216,450
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.09%
12
TYPE OF REPORTING PERSON
 
FI
 
 
CUSIP No.  G0230C124
 SCHEDULE 13G/A
Page 9 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
LMAP 909, a sub-fund of LMAP Ireland ICAV
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ireland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
216,450
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
216,450
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
216,450
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.09%
12
TYPE OF REPORTING PERSON
 
FI
 
 
CUSIP No.  G0230C124
 SCHEDULE 13G/A
Page 10 of 15 Pages

 

         
1
NAME OF REPORTING PERSONS
 
LMAP 910, a sub-fund of LMAP Ireland ICAV
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) o
 
3
SEC USE ONLY
 
 
4
CITIZENSHIP OR PLACE OF ORGANIZATION
 
Ireland
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
5
SOLE VOTING POWER
 
0
6
SHARED VOTING POWER
 
216,450
7
SOLE DISPOSITIVE POWER
 
0
8
SHARED DISPOSITIVE POWER
 
216,450
9
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
216,450
10
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
 
 
o
11
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
 
2.09%
12
TYPE OF REPORTING PERSON
 
FI
 
 

 

CUSIP No. 45333D203
 SCHEDULE 13G/A
Page 11 of 15 Pages

 

Item 1.(a) Name of Issuer

Inception Growth Acquisition Limited

Item 1.(b) Address of Issuer’s Principal Executive Offices

875 Washington Street

New York, New York 10014

Item 2.(a) Name of Person Filing:

 

This Statement is filed on behalf of each of the following persons (collectively, the “Reporting Persons”)

 

i) Lighthouse Investment Partners, LLC (“Lighthouse”) 

ii) MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 136”)

iii) MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 204”)

iv) MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC (“MAP 214”)

v) LHP Ireland Fund Management Limited (“LHP Ireland”)

vi) MAP 501, a sub-trust of LMA Ireland (“MAP 501”)

vii) LMAP 909, a sub-fund of LMAP Ireland ICAV (“LMAP 909”)

viii) LMAP 910, a sub-fund of LMAP Ireland ICAV (“LMAP 910”)

ix) Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC (“Shaolin“)

 

  

This Statement relates to the Issuer’s shares of common stock (“Shares”) directly beneficially owned by MAP 136, MAP 204, MAP 214, and Shaolin. Lighthouse serves as the investment manager of MAP 136, MAP 204, MAP 214, and Shaolin. LHP Ireland serves as the manager to MAP 501, LMAP 909 and LMAP 910. Because Lighthouse and LHP Ireland may be deemed to control MAP 136, MAP 204, MAP 214, Shaolin, MAP 501, LMAP 909, and LMAP 910, as applicable, Lighthouse and LHP Ireland may be deemed to beneficially own, and to have the power to vote or direct the vote of, and the power to direct the disposition of the Issuer’s Shares reported herein.

 

Address of Principal Business Office:

3801 PGA Boulevard, Suite 500, Palm Beach Gardens, FL 33410

32 Molesworth Street, Dublin, D02 Y512, Ireland

 

Citizenship:

Each of MAP 136, MAP 204, and MAP 214 are segregated portfolios of LMA SPC, a Cayman Islands segregated portfolio company. MAP 501 is a sub-trust of an Ireland umbrella unit trust. LMAP 909 and LMAP 910 are a sub-fund of an Irish collective asset-management vehicle. Lighthouse is a Delaware limited liability company. LHP Ireland is an Ireland limited company. Shaolin is a segregated portfolio of PC MAP SPC, a Cayman Islands segregated portfolio company.

  

Item 2.(d) Title of Class of Securities

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

 

Item 2.(e) CUSIP No.:

45333D203

 

CUSIP No.  45333D203
 SCHEDULE 13G/A
Page 12 of 15 Pages

 

 

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:

  (a) ¨ Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
 
  (b) ¨ Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
 
  (c) ¨ Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
 
  (d) ¨ Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
 
  (e) x An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
 
  (f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
 
  (g) ¨ A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
 
  (h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
 
  (i) ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
 
  (j) ¨ A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
 
  (k) ¨ A group, in accordance with §240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:                            
       

 

CUSIP No. 45333D203
 SCHEDULE 13G/A
Page 13 of 15 Pages

 

 

Item 4. Ownership

(a) Amount Beneficially Owned: As of April 30, 2023, each of the Reporting Persons may be deemed the beneficial owner of 216,450 Shares.

 

  (b) Percent of Class: As of April 30, 2023, each of the Reporting Persons may be deemed the beneficial owner of approximately 2.09% of Shares outstanding.

 

  (c) Number of shares to which the person has:

 

  (i) Sole power to vote or to direct the vote: 0

 

  (ii) Shared power to vote or to direct the vote: 216,450.

 

  (iii) Sole power to dispose or to direct the disposition of: 0

 

  (iv) Shared power to dispose or to direct the disposition of 216,450.

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 [X].

Item 6. Ownership of More Than Five Percent on Behalf of Another Person

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

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. Certification

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.

 

 
CUSIP No. 45333D203
 SCHEDULE 13G/A
Page 14 of 15 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.

 

Dated: May 5, 2023

 

 

 

 

Lighthouse Investment Partners, LLC

       
  By:  /s/ Robert P. Swan
    Robert P. Swan - Vice President
       
 

MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC

       
  By:  /s/ Robert P. Swan
    Robert P. Swan - Director
       
 

MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC

       
  By:  /s/ Robert P. Swan
    Robert P. Swan - Director
       
 

MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC

       
  By:  /s/ Robert P. Swan
    Robert P. Swan - Director
       
 

Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC

       
  By:  /s/ Robert P. Swan
    Robert P. Swan, Vice President of Platform Service Provider
       
 

LHP Ireland Fund Management Limited

       
  By:  /s/ Robert P. Swan
    Robert P. Swan, Director
       
 

MAP 501, a sub-trust of LMA Ireland

       
  By:  /s/ Robert P. Swan
    Robert P. Swan, Director
       
 

LMAP 909, a sub-fund of LMAP Ireland ICAV

       
  By:  /s/ Robert P. Swan
    Robert P. Swan, Director
       
 

LMAP 910, a sub-fund of LMAP Ireland ICAV

       
  By:  /s/ Robert P. Swan
    Robert P. Swan, Director
       

 

 
CUSIP No. 45333D203
 SCHEDULE 13G/A
Page 15 of 15 Pages

 

Exhibit I

 

JOINT FILING STATEMENT

 

PURSUANT TO RULE 13d-1(k)

 

The undersigned acknowledge and agree that the foregoing statement on SCHEDULE 13G/A, is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on SCHEDULE 13G/A, shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

 

Dated: May 5, 2023

 

 

Lighthouse Investment Partners, LLC

       
  By:  /s/ Robert P. Swan
    Robert P. Swan - Vice President
       
 

MAP 136 Segregated Portfolio, a segregated portfolio of LMA SPC

       
  By:  /s/ Robert P. Swan
    Robert P. Swan - Director
       
 

MAP 204 Segregated Portfolio, a segregated portfolio of LMA SPC

       
  By:  /s/ Robert P. Swan
    Robert P. Swan - Director
       
 

MAP 214 Segregated Portfolio, a segregated portfolio of LMA SPC

       
  By:  /s/ Robert P. Swan
    Robert P. Swan - Director
       
 

Shaolin Capital Partners SP, a segregated portfolio of PC MAP SPC

       
  By:  /s/ Robert P. Swan
    Robert P. Swan, Vice President of Platform Service Provider
       
 

LHP Ireland Fund Management Limited

       
  By:  /s/ Robert P. Swan
    Robert P. Swan, Director
       
 

MAP 501, a sub-trust of LMA Ireland

       
  By:  /s/ Robert P. Swan
    Robert P. Swan, Director
       
 

LMAP 909, a sub-fund of LMAP Ireland ICAV

       
  By:  /s/ Robert P. Swan
    Robert P. Swan, Director
       
 

LMAP 910, a sub-fund of LMAP Ireland ICAV

       
  By:  /s/ Robert P. Swan
    Robert P. Swan, Director