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IGTA
MERGER SUB LIMITED

875
Washington Street

New
York, NY 10014

Via
Edgar

February 7, 2024

Division
of Corporation Finance

Office
of Technology

U.S.
Securities & Exchange Commission

100
F Street, NE

Washington,
D.C. 20549

    Re:
    IGTA Merger Sub Ltd (the “Company” or “PubCo”)

    Draft Registration Statement
    on Form S-4

    Submitted November 20,
    2023

    CIK No. 0001997698

Dear
SEC Officers:

We
hereby provide our response to the comments issued in a letter dated December 18, 2023 (the “Staff’s Letter”) regarding
the Company’s Draft Registration Statement on Form S-4. Contemporaneously, we are publicly filing the Registration Statement on
Form S-4 via Edgar (the “Registration Statement”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Registration Statement, we have responded
to the comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the
Staff’s comments and correspond to the numbered paragraph in the Staff’s Letter.

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.

Response: We respectfully
advise the Staff that the founders do not intend to act as a group and we do not expect the PubCo to be a “controlled company”
post-business combination. Accordingly, we have deleted disclosures relating to “controlled company” in the Registration Statement.

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.

Response:
The disclosures on pages x, 8, 46, 49 and 65 of the Registration Statement have been revised in accordance with the Staff’s
comment.

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.

Response:
The number of Public Shares included 2,950,891 Public Shares subject to possible redemption, 1,035,000 IGTA Shares issuable upon
conversion of the Public Rights and 1,271,510 IGTA Shares transferred by the Sponsor per non-redemption agreements.

The number of IGTA Shares held by Inception Growth Initial Stockholders
  is comprised of 1,195,990 shares held by the Sponsor and 107,500 shares held by Inception Growth’s current directors.

●
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.

Response:
The disclosures on page xiii of the Registration Statement have been revised in accordance with the Staff’s comment.

●
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.

Response:
The issuance of PubCo Ordinary Shares to the Inception Growth stockholders
in connection with the Redomestication has been revised to 5,257,401. The number of shares included 2,950,891 Public Shares subject to
possible redemption, 1,035,000 IGTA Shares issuable upon conversion of the Public Rights and 1,271,510 IGTA Shares transferred by the
Sponsor per non-redemption agreements. All the Inception Growth Stockholders will receive PubCo shares in the Redomestication.

The
disclosures on page xiii of the Registration Statement have been revised in accordance with the Staff’s comment.

●
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.

Response:
Inception Growth’s public stockholders who hold Public Shares issued in the IPO own 75.56% of Inception Growth’s issued
and outstanding shares. The 2,950,891 Public Shares subject to possible redemption and 1,271,510 shares transferred by the Sponsor
per non-redemption agreements were used as the calculation basis. Public stockholders hold 4,222,401 shares divided by total
5,583,391 outstanding shares issued.

The
disclosure on page xii of the Registration Statement has been revised in accordance with the Staff’s comment.

    2

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.

Response: The
disclosures on page 42 of the Registration Statement have been revised in accordance with the Staff’s comment.

    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.

Response: The disclosures
on page 40 of the Registration Statement have been revised in accordance with the Staff’s comment.

    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.

Response: The
disclosures on page 43 of the Registration Statement have been revised in accordance with the Staff’s comment.

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.

Response: The
disclosures on page 23 of the Registration Statement have been revised in accordance with the Staff’s comment.

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.

Response: The
disclosures on pages 53 to 54 of the Registration Statement have been revised in accordance with the Staff’s
comment.

    3

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.

Response: The
disclosures on pages 83 to 84 of the Registration Statement have been revised in accordance with the Staff’s
comment.

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.

Response: The
disclosures on pages 104 to 105 of the Registration Statement have been revised in accordance with the Staff’s
comment.

    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.

Response: The
disclosures on page 104 of the Registration Statement have been revised in accordance with the Staff’s comment.

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.

Response: The
disclosures on pages 116 to 117 of the Registration Statement have been revised in accordance with the Staff’s
comment.

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.

Response: The
disclosures on page 118 of the Registration Statement have been revised in accordance with the Staff’s comment.

    4

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.

Response: The
disclosures on page 118 of the Registration Statement have been revised in accordance with the Staff’s
comment.

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.

Response: The
disclosures on pages 122 to 123 of the Registration Statement have been revised in accordance with the Staff’s
comment.

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.

Response: The disclosures
on pages 124 to 126 of the Registration Statement have been revised in accordance with the Staff’s comment. The name of each user
has been omitted due to the sensitive commercial nature of such information.

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.

Response: The
disclosures on page 130 of the Registration Statement have been revised in accordance with the Staff’s comment.

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.

Response: We
respectfully advise the Staff that the Company has evaluated the following three types of freestanding financial instruments that
require liability classification under ASC 480 as follows:

    ●
    Mandato