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May 14, 2024
Cheuk Hang Chow
Chief Executive Officer
IGTA Merger Sub Ltd
875 Washington Street
New York, NY 10014
Re:IGTA Merger Sub Ltd
Amendment No. 2 to Registration Statement on Form S-4
Filed May 1, 2024
File No. 333-276929
Dear Cheuk Hang Chow:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our April 4, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4
Summary of the Valuation Report, page 81
1.In response to prior comment 2, you disclose that Moore reviewed certain financial
information provided by AgileAlgo including revenue projections for fiscal years ended
September 30, 2024, 2025 and 2026 in preparing its valuation report. As requested, clarify
whether the projections considered expenses and/or net loss in addition to revenue. Also,
explain why the projections for 2025 and 2026 were not disclosed in this filing. Given that
AgileAlgo has now concluded that AgileAlgo is unlikely to meet its previously prepared
2024 revenue forecast, disclose whether the projections still reflect management’s views
on future performance. Discuss the consideration the board gave to obtaining updated
projections or whether the board believes that the projections for future years can still be
relied upon.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 May 14, 2024 Page 2
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
May 14, 2024
Page 2
2.You disclose that AgileAlgo's revenue projections are based in part on the "substantial
pipeline" in the second half of fiscal year 2023.  Please clarify the nature of the pipeline
and why you believed that it supported your revenue projections.  In this regard, we note
that you closed one customer contract in January 2024 for $49,382 followed by a full-
implementation contract for $98,765 with the same customer in February 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
AgileAlgo
Key Business Metrics and Selected Financial Data, page 122
3.We note your revised disclosure in response to prior comment 3. Please further revise the
table so that the number of active users, dormant users and users converted from dormant
to active are separately disclosed from the number of users under each subscription tier. In
this regard, your current presentation appears to suggest these are separate subscription
tiers when, in fact, they are just a subset of Trial users. In addition, tell us what the
notation "*" next to "Converted from Dormant to Active" represents. Lastly, revise to
disclose how you define both active and dormant users.
Liquidity and Capital Resources
Ability to continue as going concern without Business Combination, page 132
4.We note your response to prior comment 5. Please tell us more about your pipeline of
projects going beyond the second quarter of fiscal 2024 and specifically address the status
of the "advanced stage" project discussed on page 132. Ensure you address any known
trends, events or uncertainties that have resulted, or are reasonably likely to result, in
your liquidity increasing or decreasing in any material way. Refer to Item 303(b)(1)(i) of
Regulation S-K.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 152
5.We note your revised disclosures in response to prior comment 6. It appears you have
removed $75,000 of IGTA accounting and audit fees from the "charge to profits & loss"
column in the table to pro forma adjustment (3). However, the pro forma condensed
combined statements of operations for the year ended September 30, 2023 gives effect to
the $75,000 of estimated transaction costs. As such, please revise to reflect such costs in
the appropriate column in pro forma adjustment (3).
6.Your revised disclosure in response to prior comment 10 indicate that the principal
balance of your Notes will be payable in cash and/or such other form of payment as
mutually agreed in writing prior to or concurrently with the closing of the business
combination. In addition, you state in your response that, to date, no written agreements
have been entered into for conversion of such Notes. As such, please explain why pro
forma adjustment (8) assumes such Notes will be repaid with the issuance of PubCo

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 May 14, 2024 Page 3
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
May 14, 2024
Page 3
ordinary shares. Similarly, tell us your basis for assuming the conversion of such notes
into 137,000 shares on page xiii or revise as necessary.
Inception Growth Acquisition Limited Notes to Consolidated Financial Statements
General, page F-1
7.We note your response to prior comments 8 and 9. Please tell us when you intend to file
the amended Forms 10-Q to correct the errors related to the Shareholder non-redemption
Agreement and the accounting for deferred underwriting compensation. In addition, an
Item 4.02 Form 8-K should be filed within four business days after the occurrence of a
reportable event (i.e., the date you determined the financial statements could no longer be
relied upon because of an error in such financial statements). Refer to Instruction B to
Form 8-K.
8.We note your revised disclosures in response to prior comments 11 and 12. Please tell us
how your auditor considered such revisions in the dual-date of their opinion. In addition,
amend Inception Growth's Form 10-K to reflect these changes and ensure the Explanatory
Note adequately explains the reason for such amendment.
            Please contact Chen Chen at 202-551-7351 or Kathleen Collins at 202-551-3499 if you
have questions regarding comments on the financial statements and related matters. Please
contact Mariam Mansaray at 202-551-6356 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ted Paraskevas