SecProbe.io

December 3, 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. 8 to Registration Statement on Form S-4
Filed November 29, 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 20,
2024 letter.
Amendment No. 8 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus, page 1
1.We note your disclosure here and elsewhere that “If Inception Growth does not
consummate the Business Combination and fails to complete an initial business
combination by December 13, 2024, Inception Growth will be required to dissolve
and liquidate.” We also note that Inception Growth is seeking shareholder approval to
extend the deadline to complete a merger to June 13, 2025. Please clarify if Inception
Growth will still be required to dissolve and liquidate if it fails to complete an initial
business combination by December 13, 2024.

December 3, 2024
Page 2
Risk Factors
"A decline in projected revenue or the failure of actual financial results of AgileAlgo to meet
the projected revenue results...", page 53
2.We note your disclosure indicating that AgileAlgo will likely not meet its original
revenue projections for fiscal 2024. Given that you have since included financial
information disclosing the actual revenue amounts for fiscal 2024, please update the
relevant statements throughout the prospectus. Additionally, revise your risk factor
disclosure to discuss that the actual revenue of $265,000 for fiscal 2024 is
significantly below the projected revenue and how it affects the future financial
conditions, results of operations and prospects of the Combined Company.
Proposal No. 2: The Share Exchange Proposal
Projections Provided By AgileAlgo, page 90
3.Please confirm whether the projections still reflect management’s views on
AgileAlgo’s future performance. Discuss what consideration the Board gave to
obtaining updated projections or disclosing the limitations of those projections. In this
regard, we note that the actual revenues for AgileAlgo for the fiscal year ended
September 30, 2024 is significantly below the projected revenue. Disclose whether
any of the material factors or analyses have changed in the projections, particularly
the projected restated revenues which assumed acceleration of certain deals from the
FY2025 pipeline to close earlier in FY2024.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 170
4.Please revise to remove the "Statement of operation for the Year ended September 30,
2023" column from the tables in pro forma note (3) and instead reflect the applicable
adjustments in the September 30, 2024 column.
IGTA Merger Sub Limited Financial Statements, page F-49
5.Please revise to include updated financial statements and related disclosures for the
registrant, IGTA Merger Sub Limited. Refer to Rule 8-08 of Regulation S-X.
Exhibits
6.We note your response to prior comment 2. While the consent provided in Exhibit
23.2 references IGTA Merger Sub Limited, your auditors did not consent to the
inclusion of their report dated November 13, 2024 for their audit of IGTA Merger Sub
Limited's financial statements. Rather, they have only consented to the inclusion of
their report for Inception Growth Acquisition Limited. As previously requested,
please revise to include the consent for IGTA Merger Sub Limited.

December 3, 2024
Page 3
General
7.We note that on November 18, 2024, Inception Growth filed a definitive proxy
statement in order to obtain shareholders' approval to extend the date by which it has
to consummate a business combination by six times for an additional one month each
time. Your current disclosure refers to an extension deadline to June 13, 2024. Please
revise.
            Please contact 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