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December 16, 2022
Felix Yun Pun Wong
Chief Financial Officer
Inception Growth Acquisition Limited
875 Washington Street
New York, NY 10014
Re:Inception Growth Acquisition Limited
Form 10-K for the Fiscal Year Ended December 31, 2021
Filed March 31, 2022
File No. 001-41134
Dear Felix Yun Pun Wong:
            We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to these comments within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comments apply to your facts and circumstances, please tell us why in your response.
            After reviewing your response to these comments, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2021
Managements Discussion and Analysis of Financial Condition and Results of Operations, page
28
1.On page 29 you disclose that there is substantial doubt about your ability to continue as a
going concern, yet we note that both the auditor report on page F-2 and footnotes to the
audited financial statements beginning on page F-7 omit any mention of this uncertainty.
Furthermore, in your Item 4.01 8-K filed on October 17, 2022 you state that the auditor
report did include an uncertainty about your ability to continue as a going concern.  Please
advise.
General
2.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to

 FirstName LastNameFelix Yun Pun Wong
 Comapany NameInception Growth Acquisition Limited
 December 16, 2022 Page 2
 FirstName LastName
Felix Yun Pun Wong
Inception Growth Acquisition Limited
December 16, 2022
Page 2
complete your initial business combination.  For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.  Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited.  Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate.  Disclose the consequences of liquidation to investors, such as the losses
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.  Please include an example of
your intended disclosure in your response.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            You may contact Frank Knapp, Staff Accountant at (202) 551-3805 or Wilson Lee, Staff
Accountant at (202) 551-3468 if you have any questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Lawrence Venick