SecProbe.io

November 20, 2024
Cheuk Hang Chow
Chief Executive Officer
IGTA Merger Sub Limited
875 Washington Street
New York, NY 10014
Re:IGTA Merger Sub Limited
Amendment No. 7 to Registration Statement on Form S-4
Filed November 13, 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 November 1, 2024 letter.
Amendment No.7 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Statements
Pro Forma Condensed Combined Balance Sheet, page 162
1.We note your response to prior comment 4. Please tell us the conversion rate used to
convert the $2,061,000 due to Sponsor into 240,000 PubCo Ordinary Shares. To the
extent the conversion rate differs from the $10.00 conversion rate used in other
transactions, please explain why and revise to disclose.
Exhibits
2.Please revise to include Adeptus Partners, LLC's consent for the inclusion of their
report with respect to the audit of IGTA Merger Sub Limited.

November 20, 2024
Page 2
General
3.Please revise the Use of Certain Terms disclosures for the Yorkville Financing and
Yorkville Promissory Note to include a comprehensive discussion of the repayment
and conversion terms for such Notes. Similar revisions should be made elsewhere
throughout the filing where you discuss this financing arrangement.
4.We note that you are seeking to extend your termination date to December 13, 2024, a
date which is 36 months from your initial public offering. We also note that you are
currently listed on Nasdaq and that Nasdaq Rule 5815 was amended effective October
7, 2024 to provide for the immediate suspension and delisting upon issuance of a
delisting determination letter for failure to meet the requirement in Nasdaq Rule IM
5101-2(b) to complete one or more business combinations within 36 months of the
date of effectiveness of its IPO registration statement. Please revise to state that your
securities will face immediate suspension and delisting action once you receive a
delisting determination letter from Nasdaq after the 36-month window ends on
December 13, 2024. Please disclose the risks of non-compliance with this rule,
including that under the new framework, Nasdaq may only reverse the determination
if it finds it made a factual error applying the applicable rule. In addition, please also
disclose the consequences of any such suspension or delisting, including that your
stock may be determined to be a penny stock and the consequences of that
designation, that you may no longer be attractive as a merger partner if you are no
longer listed on an exchange, any potential impact on your ability to complete an
initial business combination, any impact on the market for your securities including
demand and overall liquidity for your securities, and any impact on securities holders
due to your securities no longer being considered “covered securities.”  Please also
address the impact of the provision in the Business Combination Agreement that the
agreement may be terminated if IGTA's common stock becomes delisted from Nasdaq
and is not relisted on the Nasdaq or the New York Stock Exchange within 60 days
after such delisting.
            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