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United States securities and exchange commission logo
December 18, 2023
Cheuk Hang Chow
Chief Executive Officer
IGTA Merger Sub Ltd
875 Washington Street
New York, NY 10014
Re:IGTA Merger Sub Ltd
Draft Registration Statement on Form S-4
Submitted November 20, 2023
CIK No. 0001997698
Dear Cheuk Hang Chow:
            We have reviewed your draft registration statement and have the following comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR. If you do not believe a comment applies to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional comments.
Draft Registration Statement on Form S-4
Cover page
1.Please revise the cover page and prospectus summary to disclose the voting power
percentage of your founders and that you expect to be a "controlled company" post-
business combination. Also, provide a cross-reference to your risk factor disclosure and
the longer discussion of the exemptions available to you as a "controlled company."
Additionally, if your founders, who hold controlling voting shares, intend to act as a group
for purposes of determining corporate actions including but not limited to appointment of
board members, please state so directly.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 December 18, 2023 Page 2
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
December 18, 2023
Page 2
Questions and Answers About the Business Combination and the Special Meeting
What vote is required to approve the Proposals?, page x
2.You state that the Initial Stockholders (Sponsor and all of Inception Growth’s officers and
directors) have agreed to vote any IGTA shares in favor of the proposals. Please clarify
whether the Initial Stockholders include all parties that entered into the Sponsor Support
Agreement and the Shareholder Support Agreement.
Q: Will I experience dilution as a result of the Business Combination, page xii
3.Please explain the following as it relates to the information provided in this Q&A:
•Tell us how you determined the number of shares for Inception Growth Public
Stockholders and Inception Growth Initial Stockholders in both tables. In this regard,
we note that initial stockholders purchased 2,587,500 shares in a private placement
prior to the initial public offering. To the extent the difference relates to Non-
Redemption shares transferred to third party shareholders, revise to include a footnote
clarifying as such.
•Revise to ensure the footnotes to the table agree to the line items in the table. In this
regard, you refer to note (6) in the table but do not include a footnote (6). It is also
unclear if footnotes (4) and (5) relate to the designated line items.
•You refer to the issuance of 3,985,891 PubCo Ordinary Shares to the Inception
Growth stockholders in connection with the Redomestication. Tell us what this
amount represents and clarify whether certain Inception Growth Shareholders will
not receive PubCo shares in the Redomestication. In this regard, it appears that
excluding the Public Rights, Inception Growth had 5,581,391 shares of common
stock outstanding at September 30, 2023.
•Please provide your calculations to support your reference to Inception Growth's
public stockholders who hold shares issued in the IPO own 76.50% of Inception
Growth's issued and outstanding shares.
Risk Factors, page 19
4.With a view toward disclosure, please tell us whether your sponsor is, controlled by, or
has substantial ties with a non-U.S. person. If so, also include risk factor disclosure that
addresses how this fact could impact your ability to 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. 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.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 December 18, 2023 Page 3
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
December 18, 2023
Page 3
5.Please include a risk factor discussing the current state of artificial intelligence regulation
in your markets, the potential for new laws or rules to materially impact the company and
whether these risks were included in your discussions and analysis of AgileAlgo’s
projections and valuation.
6.We note that you extended the date by which you must complete a business combination
to a date more than 24 months after your initial public offering. Please provide disclosure
discussing the risk that you may be subject to the Investment Company Act of 1940.
Additionally, disclose whether you intend to move the funds in the Trust Account to cash.
AgileAlgo's products in trial and solutions, as well as applications, features, and functionality...,
page 23
7.You state that AgileAlgo is required to compensate or reimburse third parties in
connection with certain sales of its products in trial and solutions as part of its partner
relationships.  Discuss the terms of the compensation or reimbursement and disclose the
amounts for all periods, if material.
Activities taken by Inception Growth's affiliates to purchase, directly or indirectly, Public Shares
will increase the likelihood of..., page 51
8.We note that the Sponsor, directors, officers, advisors, or any of their respective affiliates
may purchase public shares in privately negotiated transactions or in the open market
either prior to or following the completion of the business combination, and that such a
purchase could include a contractual acknowledgment that such stockholder agrees not to
exercise its redemption rights and could include a contractual provision that directs such
stockholder to vote such shares in a manner directed by the purchaser. Please provide your
analysis on how any such purchases would comply with Rule 14e-5.
Proposal No. 2: The Share Exchange Proposal
Valuation Report, page 80
9.You disclose that Moore performed a valuation of AgileAlgo that was presented to the
board in their consideration to approve the business combination. Please disclose a
detailed summary of the valuation report as well as the rationale supporting its conclusion
of the $158 million valuation. For example, identify the “comparable publicly listed
companies” that were used in the report and how they compared in terms of the stage of
development. Disclose the estimated forward revenue of AgileAlgo that was provided by
AgileAlgo management. In addition, disclose the details of the research study by FactSet
Mergerstat, LLC and the Business Valuation Resources LLC. Clarify whether these
studies were commissioned by the company.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 December 18, 2023 Page 4
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
December 18, 2023
Page 4
Business of AgileAlgo, page 95
10.We note your disclosure that you are in the development stage of your Virtual Developer
Suite, ADA product. Please disclose when product development began, the material
hurdles that remain, and an estimated timeline for completion of the application and
subsequent listing on your platform.
11.You state that examples of companies requiring custom codes include Royal Dutch Shell
Company, ExxonMobil, and BP. You also identify other companies such as Accenture
and IBM. Please discuss whether you currently have relationships with these companies
and, if not, why you believe that a discussion of these specific companies is appropriate in
this registration statement.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
AgileAlgo
Overview, page 112
12.Please revise to further discuss management's plans to scale your operations. Address any
milestones you intend to reach, the steps you will take to achieve each milestones, and the
anticipated timing. Also, revise your liquidity discussion to address and quantify any
material cash requirements needed to reach such milestones. Refer to Item 303(b) of
Regulation S-K.
Components of Results of Operations, page 113
13.You state that you increased your investment in research and development to ensure your
platform’s ability to scale and accommodate, in part, the growing number of “Customer
implementation scenarios.” Please define “customer implementation scenarios” and
discuss how this has changed over the period reported.
Revenues, page 114
14.You refer here to revenues of $18,218, which is comprised of $1,946 from platform
subscriptions and $16,272 from professional services; however, according to AgileAlgo's
condensed statements of operations, revenue for the nine months ended June 30, 2023 was
$13,468. Please explain this apparent inconsistency or revise.
Key Business Metrics and Selected Financial Data, page 116
15.We note that the majority of the companies subscribed to your platform as of September
30, 2023 are Trial users who have one month of free usage extendable upon request and
agreement. Please revise to clarify how often you extend the free trial period and
specifically address how long each of the current Trial subscriptions have been using your
platform. Also, tell us your consideration to include a discussion regarding the conversion
rate of Trial companies to paid users. Lastly, revise to disclose the subscription terms for
your current Enterprise and Standard Tier users.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 December 18, 2023 Page 5
 FirstName LastNameCheuk Hang  Chow
IGTA Merger Sub Ltd
December 18, 2023
Page 5
Platform Statistics, page 117
16.You state that you calculate usage based on number of projects, user stories and the
number of Application Program Interface (API) calls created and used by number of
users. Please clarify whether the data presented on pages 117 and 118 includes free Trial
Tier subscriptions. If so, revise to provide the platform statistics for paid subscriptions
only.
Liquidity and Capital Resources, page 121
17.You disclose that there is substantial doubt about AgileAlgo's ability to continue as a
going concern if the business combination is not consummated. Please disclose the
minimum funding required for AgileAlgo to remain in business for at least the next 12
months, as well as the minimum number of months that AgileAlgo will need to conduct
planned operations using currently available capital resources. Refer to Item 303(a)(1) and
(2) of Regulation S-K.
Unaudited Pro Forma Condensed Consolidated Financial Information
Description of the Business Combination
The Earnout, page 134
18.You state that AgileAlgo accounts for the Earnout Consideration based on applicable
authoritative guidance in IFRS 2. Please revise to disclose your accounting for Earnout
Shares in accordance with U.S. GAAP and provide us your analysis to support your
conclusion that such shares qualify for equity classification. Refer to ASC 480 and 815-
40.
Basis of Pro Forma Presentation, page 135
19.You state that the pro forma financial statements give effect to events that are "related
and/or directly attributable to the Business Combination, are factually supportable, and as
it relates to the unaudited pro forma combined statement of operations, are expected to
have a continuing impact on the results of the post-combination company." However,
elsewhere you state that you prepared the pro forma financial statements in accordance
with Article 11 of Regulation S-X as amended by SEC Release 33-10786. Please correct
this inconsistency and ensure you disclosures and pro forma financial statements comply
with the updated guidance in Article 11 of Regulation S-X.
20.You state that redemption Scenario 3 represents the maximum redemption amount to
leave a minimum of $5,000,001 of net tangible assets, which does not appear to be the
case based on the pro forma balance sheet. Please clarify how you determined the net
tangible asset condition will be satisfied under the Maximum Redemption scenario as
currently presented or revise as necessary. To the extent Proposal No. 6 to amend the
NTA requirement impacts the current net tangible asset requirement, please explain and
revise as necessary to clarify throughout.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 December 18, 2023 Page 6
 FirstName LastNameCheuk Hang  Chow
IGTA Merger Sub Ltd
December 18, 2023
Page 6
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 142
21.Your note to adjustment (4) refers to $1.5 million deferred offering costs while the actual
adjustment is $1.35 million. Please explain the difference or revise. In addition, describe
in further details what the offering costs are related to and how the related liability is
expected to be settled.
22.Pro forma adjustment (9) reflects the issuance of the IGTA Note Payable of $300,000.
Please clarify whether this adjustment is related to the $200,000 promissory note issued
by Inception Growth to the Sponsor on November 17, 2023. If so, explain the
difference in amounts or revise. In addition, revise your Summary of the Proxy
Statement/Prospectus section to include a prominent discussion of such notes.
U.S. Federal Income Tax Considerations
Material U.S. Federal Income Tax Considerations, page 172
23.We note that you intend for the Redomestication Merger to qualify as a reorganization,
and, if so, U.S. Holders would generally not recognize any gain or loss as a result of each
transaction. Please attribute this representation of tax consequences to counsel and file a
tax opinion pursuant to Item 601(b)(8) of Regulation S-K or advise why the tax
consequences are not material to an investor.
Condensed Consolidated Financial Statements of Inception Growth Acquisition Limited
Note 5. Related Party Transactions
Non-redemption Agreements, page F-19
24.We note that you accounted for the excess fair value of Founder Shares related to the
Non-redemption Agreements as an offering cost, which you recognize as a capital
contribution by the Sponsor to induce the Non-redeeming Stockholders not to redeem
certain shares. Please explain further what offering these costs relate to and how you
determined that SAB Topic 5.A is the applicable guidance to account for such costs. Tell
us what other guidance you considered and dismissed.
Audited Financial Statements of Inception Growth Acquisition Limited
Note 6. Stockholder's Equity
Warrants, page F-40
25.You state here that Private Warrants will be exercisable on a cashless basis and will be
non-redeemable so long as they are held by the initial purchasers or their permitted
transferees. However, if the Private Warrants are held by someone other than the initial
purchasers or their permitted transferees, the Private Warrants will be redeemable by and
exercisable by such holders on the same basis as the Public Warrants. Given the terms of
the Private Warrants change based on the identity of the holder, tell us how you concluded
they meet the criteria for equity classification pursuant to ASC 815-40.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd