SecProbe.io

CORRESP
 1
 filename1.htm

 IGTA Merger Sub Limited

 875 Washington Street

 New York, NY 10014

 Telephone: (315) 636-6638

 May 9, 2025

 VIA EDGAR

 Ms. Mariam Mansaray

 Ms. Jan Woo

 Division of Corporation Finance

 Office of Technology

 U.S. Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:
 IGTA Merger Sub Limited (the "Company")

 Registration Statement on Form S-4

 (File No. 333-276929) (the "Registration Statement")

 Dear Ms. Mansaray and Ms. Woo:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that the Registration Statement will become effective as of 5:00 p.m. on May 13, 2025, or as soon thereafter as practicable.

 Very truly yours,

 IGTA Merger Sub Limited

 By:
 /s/ Cheuk Hang Chow

 Name:
 Cheuk Hang Chow

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 IGTA Merger Sub Limited

 875 Washington Street

 New York, NY 10014

 Telephone: (315) 636-6638

 May 5, 2025

 VIA EDGAR

 Ms. Mariam Mansaray

 Ms. Jan Woo

 Division of Corporation Finance

 Office of Technology

 U.S. Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:
 IGTA Merger Sub Limited (the "Company")

 Registration Statement on Form S-4

 (File No. 333-276929) (the "Registration Statement")

 Dear Ms. Mansaray and Ms. Woo:

 Reference is made to our
letter, filed as correspondence via EDGAR on May 1, 2025, in which we requested the acceleration of the effective date of the above-referenced
Registration Statement for May 5, 2025, at 5:00 p.m. Eastern Time, in accordance with Rule 461 under the Securities Act of 1933, as amended.
We are no longer requesting that such Registration Statement be declared effective at such time and we hereby formally withdraw our request
for acceleration of the effective date.

 Please direct any questions
or comments regarding this correspondence to Ted Paraskevas at Loeb & Loeb LLP, our counsel, at 212-407-4971.

 Very truly yours,

 IGTA Merger Sub Limited

 By:
 /s/ Cheuk Hang Chow

 Name:
 Cheuk Hang Chow

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 IGTA Merger Sub Limited

 875 Washington Street

 New York, NY 10014

 Telephone: (315) 636-6638

 May 1, 2025

 VIA EDGAR

 Ms. Mariam Mansaray

 Ms. Jan Woo

 Division of Corporation Finance

 Office of Technology

 U.S. Securities & Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

 RE:
 IGTA Merger Sub Limited (the "Company")

 Registration Statement on Form S-4

 (File No. 333-276929) (the "Registration Statement")

 Dear Ms. Mansaray and Ms. Woo:

 The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that the Registration Statement will become effective as of 5:00 p.m. on May 5, 2025, or as soon thereafter as practicable.

 Very truly yours,

 IGTA Merger Sub Limited

 By:
 /s/ Cheuk Hang Chow

 Name:
 Cheuk Hang Chow

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 IGTA MERGER SUB LIMITED

 875 Washington Street

 New York, NY 10014

 Via Edgar

 April 16, 2025

 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")

 Amendment No.11 to Registration Statement on Form S-4

 Filed March 28, 2025

 File No. 333-276929

 Dear SEC Officers:

 We hereby provide our response
to the comments issued in a letter dated April 10, 2025 (the "Staff's Letter") regarding the Company's Registration
Statement on Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the "Amended
Registration Statement").

 In order to facilitate the
review by the Commission's staff (the "Staff") of the Amended 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.

 Amendment No. 11 to Registration Statement on Form S-4

 Comparative Per Share Information, page 21

 1.
 You refer to historical book value per share and pro forma combined book value per IGTA share in the opening paragraphs of this disclosure, however, no book value per share information is provided. Please explain or revise to remove this reference.

 Response: The disclosures on pages 21 of the Amended Registration Statement have
been revised in accordance with the Staff's comment.

 Unaudited Pro Forma Condensed Combined Statements
of Operations for the Three Months Ended December 31, 2024, page 179

 2.

 Please tell us why you included a pro forma
 statement of operations for the three months ended December 31, 2024, or revise to remove. Refer to Rule 11-01(c)(3) of Regulation S-X.
 Similarly, revise the comparative per share information on page 21 to remove the column for AgileAlgo's per share data for the three months
 ended December 31, 2024 and instead include AgileAlgo's per share information for the year ended September 30, 2024. In addition, revise
 the pro forma columns in such table to reflect the pro forma per share information as per the pro forma statement of operations for the
 year ended, December 31, 2024. Lastly, opening paragraphs to the pro forma financial statements and the comparative per share data should
 also be revised to reflect these changes.

 Response: The pro
forma statement of operations for the three months ended December 31, 2024 has been removed. AgileAlgo's per share information
for the year ended September 30, 2024 has been included in the comparative per share information. The pro forma columns in such table
have been revised to reflect the pro forma share the pro forma per share information as per the pro forma statement of operations for
the year ended December 31, 2024. The disclosures on pages 21, 173 and 179 of the Amended Registration Statement have been revised in
accordance with the Staff's comment.

 Notes to Unaudited Pro Forma Condensed Consolidated Financial
Information

 Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
Combined Balance Sheet, page 182

 3.
 We note in response to prior comment 1, you reclassified both IGTA and AgileAlgo's unpaid transaction costs such that they are now reflected as general and administrative expenses in the pro forma statement of operations and accumulated deficit in the pro forma balance sheet. Please explain why you reclassified AgileAlgo's transaction costs. In your response, clarify what is meant by the reference to "these costs" in your response where you indicate these costs will be the SPAC's responsibility. In this regard, specifically address whether the SPAC will pay the settlement costs for both IGTA and AgileAlgo.

 Response: The unpaid transaction
costs incurred by AgileAlgo are charged directly to equity and recorded as direct costs against the proceeds of the offering under SAB
Topic 5.A. Such disclosure has been accordingly revised. "These costs" are only related to the transaction costs incurred
and borne by IGTA. The SPAC will pay the settlement costs for IGTA only. The disclosures on page 177, 178, 179 and 182 of the Amended
Registration Statement have been revised in accordance with the Staff's comment.

 4.
 Please explain why pro forma adjustments (4a), (4b) and (4c) include an adjustment of $1,061 for AgileAlgo ordinary shares or revise as necessary.

 Response: The adjustment
of $1,061 for AgileAlgo ordinary shares is related to adjustment (5), which represents the recapitalization of AgileAlgo's equity,
upon the completion of Business Combination. The referenced disclosures on page 178 of the Amended Registration Statement have been revised
in accordance with the Staff's comment.

 Executive Compensation of Agile Algo, page 202

 5.
 We note your disclosure that states "Subject to onboarding of five paying clients, each exceeding S$50,000 in annual recurring revenues, AgileAlgo will pay a basic salary of S$60,000 per annum" for Lee Wei Chiang Francis. However, this appears to conflict with the terms of the employment agreement which state Mr. Francis' payout would be S$85,000 for reaching that milestone. Please advise or revise.

 Response: The Company
respectfully acknowledges the Staff's comment, and has refiled the referenced exhibit to be revised to specify S$ for denoting Singapore
dollars, and which indicates the monthly salary of S$5,000 (which similarly indicates a twelve month salary of S$60,000). Please see revised
Exhibit 10.33 to the Amended Registration Statement.

 Security Ownership of Certain Beneficial Owners and Management
Prior to the Business Combination, page 206

 6.
 Please revise the footnotes to the table on page 206 to identify the natural person(s) with voting and/or dispositive control over the Inception Growth shares held by AQR Capital Management, LLC/AQR Capital Management Holdings, LLC/AQR Arbitrage, LLC.

 Response: The Schedule 13G filed by AQR Capital Management, LLC, AQR Capital
Management Holdings, LLC and AQR Arbitrage, LLC on February 14, 2024 does not identify the natural person(s) who have or share voting
and/or dispositive control over the Inception Growth shares held by any of these three entities. Inception Growth has used commercially
reasonable efforts to ascertain such identities, without success. Accordingly, Inception Growth is unable to provide the additional information
requested by the Staff.

 2

 AgileAlgo Holdings Ltd. Notes to Condensed Consolidated Financial
Statements for the Three Months Ended December 31, 2024 and 2023

 Note 12. Events After Reporting Period, page F-49

 7.
 Please revise to include a discussion of the amount and terms related
to the February and March 2025 shareholder loans with Messrs Tay and Lee. In addition, revise to disclose the date through which the subsequent
events have been evaluated and whether that date is the date the financial statements were issued or available to be issued. Refer to
ASC 850-10-50-1 and 50-2.

 Response: The disclosure on pages 159-160 and F-50 of the Amended Registration
Statement have been revised in accordance with the Staff's comment.

 Please direct any questions
or comments regarding this correspondence regarding the Company to Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1
(917) 974-3190, on behalf of Inception Growth, and Nahal A. Nellis of Ellenoff Grossman & Schole LLP at nnellis@egsllp.com or +1 (917)
975-4338, on behalf of AgileAlgo, if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Cheuk Hang Chow

 IGTA Merger Sub Ltd

 Director

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 10, 2025

Cheuk Hang Chow
Chief Executive Officer
IGTA Merger Sub Limited
875 Washington Street
New York, NY 10014

 Re: IGTA Merger Sub Limited
 Amendment No. 11 to Registration Statement on Form S-4
 Filed March 28, 2025
 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 February 18,
2025 letter.

Amendment No. 11 to Registration Statement on Form S-4
Comparative Per Share Information, page 21

1. You refer to historical book value per share and pro forma combined book
value per
 IGTA share in the opening paragraphs of this disclosure, however, no
book value per
 share information is provided. Please explain or revise to remove this
reference.
Unaudited Pro Forma Condensed Combined Statements of Operations for the Three
Months
Ended December 31, 2024, page 179

2. Please tell us why you included a pro forma statement of operations for
the three
 months ended December 31, 2024, or revise to remove. Refer to Rule
11-01(c)(3) of
 Regulation S-X. Similarly, revise the comparative per share information
on page 21 to
 remove the column for AgileAlgo's per share data for the three months
ended
 April 10, 2025
Page 2

 December 31, 2024 and instead include AgileAlgo's per share information
for the year
 ended September 30, 2024. In addition, revise the pro forma columns in
such table to
 reflect the pro forma per share information as per the pro forma
statement of
 operations for the year ended, December 31, 2024. Lastly, opening
paragraphs to the
 pro forma financial statements and the comparative per share data should
also be
 revised to reflect these changes.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Balance
Sheet, page 182

3. We note in response to prior comment 1, you reclassified both IGTA and
 AgileAlgo's unpaid transaction costs such that they are now reflected as
general and
 administrative expenses in the pro forma statement of operations and
accumulated
 deficit in the pro forma balance sheet. Please explain why you
reclassified
 AgileAlgo's transaction costs. In your response, clarify what is meant
by the reference
 to "these costs" in your response where you indicate these costs will be
the SPAC's
 responsibility. In this regard, specifically address whether the SPAC
will pay the
 settlement costs for both IGTA and AgileAlgo.
4. Please explain why pro forma adjustments (4a), (4b) and (4c) include an
adjustment of
 $1,061 for AgileAlgo ordinary shares or revise as necessary.
Executive Compensation of Agile Algo, page 202

5. We note your disclosure that states "Subject to onboarding of five
paying clients, each
 exceeding S$50,000 in annual recurring revenues, AgileAlgo will pay a
basic salary
 of S$60,000 per annum" for Lee Wei Chiang Francis. However, this appears
to
 conflict with the terms of the employment agreement which state Mr.
Francis' payout
 would be S$85,000 for reaching that milestone. Please advise or revise.
Security Ownership of Certain Beneficial Owners and Management Prior to the
Business
Combination, page 206

6. Please revise the footnotes to the table on page 206 to identify the
natural person(s)
 with voting and/or dispositive control over the Inception Growth shares
held by AQR
 Capital Management, LLC/AQR Capital Management Holdings, LLC/AQR
 Arbitrage, LLC.
AgileAlgo Holdings Ltd. Notes to Condensed Consolidated Financial Statements
for the
Three Months Ended December 31, 2024 and 2023
Note 12. Events After Reporting Period, page F-49

7. Please revise to include a discussion of the amount and terms related to
the February
 and March 2025 shareholder loans with Messers Tay and Lee. In addition,
revise to
 disclose the date through which the subsequent events have been
evaluated and
 whether that date is the date the financial statements were issued or
available to be
 issued. Refer to ASC 850-10-50-1 and 50-2.
 April 10, 2025
Page 3

 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
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 IGTA MERGER SUB LIMITED

 875 Washington Street

 New York, NY 10014

 Via Edgar

 March 28, 2025

 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")

 Amendment No. 10 to Registration Statement on Form S-4

 Filed February 6, 2025

 File No. 333-276929

 Dear SEC Officers:

 We hereby provide our response
to the comments issued in a letter dated February 18, 2025 (the "Staff's Letter") regarding the Company's Registration
Statement on Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the "Amended
Registration Statement").

 In order to facilitate the
review by the Commission's staff (the "Staff") of the Amended 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.

 Amendment No. 10 to Registration Statement on Form S-4

 Notes to Unaudited Pro Forma Condensed Consolidated Financial
Statements

 Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
Combined Balance

 Sheet, page 176

 1.
 We note from your disclosures in pro forma note (3) that IGTA's legal and SEC filing fees will be recorded as a reduction to additional paid-in capital. Please explain your basis for recording costs incurred by the SPAC in a reverse recapitalization transaction as a reduction in equity. In this regard, costs incurred by the SPAC to consummate the merger are generally expensed as incurred unless the costs relate to the SPAC issuing debt or equity. In your response, please provide the specific guidance considered and clarify which entity will be responsible for settling such costs.

 Response: The transaction costs
incurred by SPAC to consummate the merger should be expensed and included in pro forma condensed combined statements of operations. Such
accounting treatment is consistent with SAB Topic 5.A. The settlement of these costs will be responsible by SPAC. We respectfully advise
the Staff that the disclosures on pages 177,178, 180, 182 and 183 of the Amended Registration Statement have been revised accordingly in
accordance with the Staff's comment.

 2.
 You state in pro forma note (3) that $300,000 of Inception Growth's transaction fees are expected to be paid in cash. However, based on adjustment (3) to cash in the pro forma balance sheet, it appears that $400,000 of such costs will be paid in cash. Please revise or explain.

 Response: We respectfully advise the Staff that the disclosures on pages 182 of the Amended Registration Statement have been revised accordingly in accordance with the Staff's comment.

 Executive Compensation of AgileAlgo, page 196

 3.
 Please revise to disclose the compensation of the executive officers of AgileAlgo in tabular format. Clarify whether Lee Wei Chiang Francis, the Chief Commercial Officer, was paid any compensation in fiscal years 2023 or 2024 and whether the company intends to enter into an employment agreement with Lee Wei Chiang Francis as Co-Chief Executive Officer. Also clarify who serves as the company's principal financial officer for AgileAlgo.

 Response: The
 Company respectfully acknowledges the Staff's comment and has revised to disclose compensation of executive officers of
 AgileAlgo in order to present this disclosure in tabular format, and has clarified the references to the referenced officer and
 principal financial officer. In addition, the Company has filed the employment agreement with the referenced officer, and also filed
 forms of employment agreements for the Co-Chief Executive Officers. Please see revised exhibits, and revised disclosure beginning on
 page 202, and pages 204, 208, 209, 210, 213 and 214, of the Amended Registration Statement.

 Please direct any questions or comments regarding
this correspondence regarding the Company to Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1 (917) 974-3190, on behalf
of Inception Growth, and Nahal A. Nellis of Ellenoff Grossman & Schole LLP at nnellis@egsllp.com or +1 (917) 975-4338, on behalf of
AgileAlgo, if you would like additional information with respect to any of the foregoing. Thank you.

 Sincerely,

 /s/ Cheuk Hang Chow

 IGTA Merger Sub Ltd

 Director

February 18, 2025
Cheuk Hang Chow
Chief Executive Officer
IGTA Merger Sub Limited
875 Washington Street
New York, NY 10014
Re:IGTA Merger Sub Limited
Amendment No. 10 to Registration Statement on Form S-4
Filed February 6, 2025
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 January 29, 2025 letter.
Amendment No. 10 to Registration Statement on Form S-4
Notes to Unaudited Pro Forma Condensed Consolidated Financial Statements
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 176
1.We note from your disclosures in pro forma note (3) that IGTA's legal and SEC filing
fees will be recorded as a reduction to additional paid-in capital. Please explain your
basis for recording costs incurred by the SPAC in a reverse recapitalization
transaction as a reduction in equity. In this regard, costs incurred by the SPAC to
consummate the merger are generally expensed as incurred unless the costs relate to
the SPAC issuing debt or equity. In your response, please provide the specific
guidance considered and clarify which entity will be responsible for settling such
costs.

February 18, 2025
Page 2
2.You state in pro forma note (3) that $300,000 of Inception Growth's transaction fees
are expected to be paid in cash. However, based on adjustment (3) to cash in the pro
forma balance sheet, it appears that $400,000 of such costs will be paid in cash. Please
revise or explain.
Executive Compensation of AgileAlgo, page 196
3.Please revise to disclose the compensation of the executive officers of AgileAlgo in
tabular format.  Clarify whether Lee Wei Chiang Francis, the Chief Commercial
Officer, was paid any compensation in fiscal years 2023 or 2024 and whether the
company intends to enter into an employment agreement with Lee Wei Chiang
Francis as Co-Chief Executive Officer.  Also clarify who serves as the company's
principal financial officer for AgileAlgo.
            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

CORRESP
1
filename1.htm

IGTA MERGER SUB LIMITED

875 Washington Street

New York, NY 10014

Via Edgar

February 6, 2025

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”)

    Amendment No. 9 to Registration Statement on Form S-4

    Filed January 15, 2025

    File No. 333-276929

Dear SEC Officers:

We hereby provide our response to the comments
issued in a letter dated January 29, 2025 (the “Staff’s Letter”) regarding the Company’s Registration Statement
on Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the “Amended Registration
Statement”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended 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.

Amendment No. 9 to Registration Statement on Form S-4

Questions and Answers About the Business Combination and the
Special Meeting

Why did Inception Growth add the NTA Requirement Amendment Proposal,
page x

    1.
    You state that you “expect that the PubCo Ordinary Shares will not be deemed to be a ‘penny stock’ pursuant to other applicable provisions of Rule 3a51-1 under the Exchange Act.” Given that you have been delisted from the Nasdaq and the NTA Requirement Amendment Proposal would allow Inception Growth’s net tangible assets to be less than $5,000,001, please discuss why you believe that the PubCo ordinary shares will not be deemed to be a penny stock under Exchange Act Rule 3a51-1.

Response: We respectfully advise the Staff that the disclosures on pages x, 64,
111 and 112 of the Amended Registration Statement have been revised accordingly in accordance with the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations of AgileAlgo

Overview, page 134

    2.
    We note your disclosures on page 135 where you indicate that at Closing you expect to have $8.0 million cash available. Please reconcile this with your pro forma financial statements, which reflect only $4.6 million of cash under the no redemption scenario and $1.2 million under the maximum redemption scenario. Revise your disclosures as necessary.

    Response: The Company
    respectfully acknowledges the Staff’s comment and has provided revised disclosure with the referenced cross-reference, as referenced
    in the Staff’s comment, in the Amended Registration Statement on page 138.

Unaudited Pro Forma Condensed Consolidated Financial Statements

Basis of Pro Forma Presentation, page 167

    3.
    We note your revised risk factor on page 57 regarding the minimum cash condition of the Business Combination. Please revise here to include a discussion of such condition and the impact to the Business Combination if you are unable to meet this requirement. Include a discussion of the standby equity purchase agreement with Yorkville Financing, which appears to be necessary in order to meet the minimum cash condition. Ensure you address the total funds available and the potential additional shares that may be issued pursuant to this agreement. In addition, disclose the current status of Yorkville’s termination rights and the impact to the Business Combination if the Investor exercises such rights. In this regard, we note the Investor has termination rights that they agreed not to enforce prior to January 21, 2025.

    Response: We respectfully advise the Staff that
    the disclosures on page 171 and 178 of the Amended Registration Statement have been revised accordingly in accordance with the
    Staff’s comment.  In response to the Staff’s comment, the Company has also updated disclosure regarding the
    status of termination rights of the Yorkville Financing, on pages 6-7 and 85-86 of the Amended Registration Statement, and provided
    disclosure about the risks of such termination on pages 6-7 and 85-86 and in the risk factors on pages 31 and 59-60.

    Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
    Combined

    Financial Information, page 173

    4.
    Please tell us how you are accounting for the 50,000 and 30,000 PubCo Ordinary Shares that will be paid at Closing to AgileAlgo and Inception Growth’s legal counsels, respectively, for the settlement of deferred offering and transaction fees. In this regard, we note from your revised disclosures in pro forma adjustment (3) that the $1.2 million unpaid balance of deferred offering and transaction costs will be settled with a cash payment of $700,000 at closing and the issuance of promissory notes totaling $500,000. Clarify how the share issuances factor into the settlement of these costs, discuss the value assigned to such shares and how they are reflected in your pro forma financial statements. Revise your disclosures as necessary.

    Response: Pursuant to ASC 405 and SAB Topic
    5.A., we have accrued and recorded the contingent transaction costs with the additional legal fees of IGTA and AgileAlgo, which were
    $500,000 and $600,000, respectively, in the pro forma financial statements, as follows :-

    Paid
    Unpaid

    Total
 Estimated
 Transaction
 Cost (paid
 and Unpaid)
    Total paid and Charged to
 profits & loss
    Charged to
 Contingent
 transaction
 cost against
 APIC
    Charged to
 profits & loss
    Charged to
 Contingent
 transaction
 cost against
 APIC

    US$
    US$
    US$
    US$
    US$

    IGTA

    Legal fee
    $ 1,175,000
    $ 375,000
    $ —
    $ —
    $ 800,000

Per the revised contract, the Inception Growth’s
legal fees amounted to $500,000, subject to the settlement plan as follows:-

    1.
    $300,000
    will be settled in cash at the closing of the Business Combination;

    2.
    Remainder of $200,000 will be settled in cash through the promissory note in the following manner; 50% in 30 days and the remaining 50% in 60 days after the closing of the Business Combination; and

    3.
    30,000 PubCo
Ordinary Shares will be delivered within 30 days after the closing of the Business Combination, whose current fair value is $300,000,
at $10 per share, that is treated as part of deferred offering cost.

    Total
 Estimated
 Transaction
 Cost (paid
 and Unpaid)
    Total paid and
 Charged to
 profits & loss
    Charged to
 Contingent
 transaction
 cost against
 APIC
    Charged to
 profits & loss
    Charged to
 Contingent
 transaction
 cost against
 APIC

    US$
    US$
    US$
    US$
    US$

    AgileAlgo

    Legal fee
      1,487,473
      387,473
      —
      —
      1,100,000

Per the revised contract, the AgileAlgo’s
legal fees amounted to $600,000, subject to the settlement plan as follows:-

    1.
    $300,000 will be settled in cash at the closing of the Business Combination;

    2.
    Remainder of $300,000 will be settled in cash through the promissory note in the following manner; 50% in 30 to and the remaining 50% in 60 days after the closing of the Business Combination; and

    3.
    50,000 PubCo Ordinary Shares will be delivered within 30 days after the closing of the Business Combination, whose current fair value is $500,000, at $10 per share, that is treated as part of deferred offering cost.

    2

Hence, the 50,000 and 30,000 PubCo Ordinary Shares are contracted to
be delivered within 30 to 60 days after the closing of the business combination. Accordingly, these shares would not be reflected in the
pro forma financial statements. We therefore have reduced the number of shares in the pro forma financial statements and in the dilution
charts by an aggregate of 80,000 shares to reflect the above.

We respectfully advise the Staff that the disclosures on pages xiii,
xiv, 176, 177 and 179 of the Amended Registration Statement have been revised accordingly in accordance with the Staff’s comment.

Inception Growth Acquisition Limited Notes to Unaudited Condensed
Consolidated

Financial Statements

Note 9. Subsequent Events, page F-24

    5.
    Please revise to include a discussion of the additional 984,194 shares of common stock that were redeemed in connection with the December 6, 2024 stockholders’ meeting. In addition, discuss the deposits made to the Trust Account in December 2024 and January 2025, to extend the available time to complete the business combination. Refer to ASC 855-10-50-2.

    Response: We respectfully advise the Staff that
    the disclosures on page F-24 of the Amended Registration Statement have been revised accordingly in accordance with the
    Staff’s comment.

IGTA Merger Sub Limited Consolidated Financial Statements

General, page F-49

 6. Please revise to address the following as it relates to
IGTA Merger Sub’s financial statements:

 ● Remove the reference to “audited” in the interim
period condensed statements of cash flow for the period from September 11, 2023 (inception) to September 30, 2023.

 ● Label the condensed statements of changes in shareholders’
deficit for the interim periods as unaudited.

 ● Include the audited consolidated financial statements,
and related footnotes, at and for the period from September 11, 2023 (inception) to December 31, 2023, separate from the interim
condensed financial statements currently provided. Refer to Rule 8-02 of Regulation S-X.

 ● Include the report of IGTA’s independent registered
public accounting firm.

    Response: We respectfully advise the Staff that the disclosures on pages F-51
and F-52 of the Amended Registration Statement have been revised accordingly in accordance with the Staff’s comment.

We respectfully advise the Staff that the audited
consolidated financial statements, related footnotes and report of independent registered public accounting firm have been included on
F-58 to F-67 accordingly in accordance with the Staff’s comment.

Please direct any questions or comments regarding
this correspondence regarding the Company to Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1 (917) 974-3190, on behalf
of Inception Growth, and Nahal A. Nellis of Ellenoff Grossman & Schole LLP at nnellis@egsllp.com or +1 (917) 975-4338, on behalf of
AgileAlgo, if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Cheuk Hang Chow

    IGTA Merger Sub Ltd

    Director

3

January 29, 2025
Cheuk Hang Chow
Chief Executive Officer
IGTA Merger Sub Limited
875 Washington Street
New York, NY 10014
Re:IGTA Merger Sub Limited
Amendment No. 9 to Registration Statement on Form S-4
Filed January 15, 2025
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 December 3, 2024 letter.
Amendment No. 9 to Registration Statement on Form S-4
Questions and Answers About the Business Combination and the Special Meeting
Why did Inception Growth add the NTA Requirement Amendment Proposal, page x
1.You state that you "expect that the PubCo Ordinary Shares will not be deemed to be a
'penny stock' pursuant to other applicable provisions of Rule 3a51-1 under the
Exchange Act." Given that you have been delisted from the Nasdaq and the NTA
Requirement Amendment Proposal would allow Inception Growth’s net tangible
assets to be less than $5,000,001, please discuss why you believe that the PubCo
ordinary shares will not be deemed to be a penny stock under Exchange Act
Rule 3a51-1.

January 29, 2025
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations of
AgileAlgo
Overview, page 134
2.We note your disclosures on page 135 where you indicate that at Closing you expect
to have $8.0 million cash available. Please reconcile this with your pro forma
financial statements, which reflect only $4.6 million of cash under the no redemption
scenario and $1.2 million under the maximum redemption scenario. Revise your
disclosures as necessary.
Unaudited Pro Forma Condensed Consolidated Financial Statements
Basis of Pro Forma Presentation, page 167
3.We note your revised risk factor on page 57 regarding the minimum cash condition of
the Business Combination. Please revise here to include a discussion of such
condition and the impact to the Business Combination if you are unable to meet this
requirement. Include a discussion of the standby equity purchase agreement with
Yorkville Financing, which appears to be necessary in order to meet the minimum
cash condition. Ensure you address the total funds available and the potential
additional shares that may be issued pursuant to this agreement. In addition, disclose
the current status of Yorkville's termination rights and the impact to the Business
Combination if the Investor exercises such rights. In this regard, we note the Investor
has termination rights that they agreed not to enforce prior to January 21, 2025.
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined
Financial Information, page 173
4.Please tell us how you are accounting for the 50,000 and 30,000 PubCo Ordinary
Shares that will be paid at Closing to AgileAlgo and Inception Growth's legal
counsels, respectively, for the settlement of deferred offering and transaction fees. In
this regard, we note from your revised disclosures in pro forma adjustment (3) that the
$1.2 million unpaid balance of deferred offering and transaction costs will be settled
with a cash payment of $700,000 at closing and the issuance of promissory notes
totaling $500,000. Clarify how the share issuances factor into the settlement of these
costs, discuss the value assigned to such shares and how they are reflected in your pro
forma financial statements. Revise your disclosures as necessary.
Inception Growth Acquisition Limited Notes to Unaudited Condensed Consolidated
Financial Statements
Note 9. Subsequent Events, page F-24
5.Please revise to include a discussion of the additional 984,194 shares of common
stock that were redeemed in connection with the December 6, 2024 stockholders'
meeting. In addition, discuss the  deposits made to the Trust Account in December
2024 and January 2025, to extend the available time to complete the business
combination. Refer to ASC 855-10-50-2.

January 29, 2025
Page 3
IGTA Merger Sub Limited Consolidated Financial Statements
General, page F-49
6.Please revise to address the following as it relates to IGTA Merger Sub's financial
statements:
•Remove the reference to "audited" in the interim period condensed statements of
cash flow for the period from September 11, 2023 (inception) to September 30,
2023.
•Label the condensed statements of changes in shareholders' deficit for the interim
periods as unaudited.
•Include the audited consolidated financial statements, and related footnotes, at
and for the period from September 11, 2023 (inception) to December 31,
2023, separate from the interim condensed financial statements currently
provided. Refer to Rule 8-02 of Regulation S-X.
•Include the report of IGTA's independent registered public accounting firm.
            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

CORRESP
1
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IGTA MERGER SUB LIMITED

875 Washington Street

New York, NY 10014

Via Edgar

January 15, 2025

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”)

    Amendment No. 8 to Registration Statement on Form S-4

    Filed November 29, 2024

    File No. 333-276929

Dear SEC Officers:

We hereby provide our response to the comments
issued in a letter dated December 3, 2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement
on Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the “Amended Registration
Statement”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended 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.

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.

Response: We respectfully advise the Staff that at
the stockholders meeting held on December 6, 2024, Inception Growth’s stockholders have approved to extend the deadline for Inception
Growth to complete a Business Combination by up to six times for an additional one month each time up to June 13, 2025. The disclosures
on the cover page and pages viii, xv, 2, 12, 13, 15, 44, 46, 48, 49, 56, 74, 86, 114, 154, 155 and 163 of the Amended Registration Statement
have been revised accordingly in accordance with the Staff’s comment.

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.

    Response: The Company respectfully acknowledges the
        Staff’s comment and has updated the referenced disclosure regarding fiscal 2024. The Company also has revised its risk
        factors referenced in the Staff’s comment as well as its disclosure on management’s revenue and review of projections.
        Please see revised disclosure on pages 54, 55, 97 and 98 of the Amended Registration Statement.

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.

    Response: The Company confirms that the projections
        referenced in 2024 still reflect management’s view on AgileAlgo’s future performance. Due to the pendency of the
        business combination for the interim year ending September 30, 2024, management’s view is that AgileAlgo’s future
        performance was delayed for such period, due to attention by management to completing the business combination, and due to a
        limitation of capital to deploy to sales force during this prior year which capital was redeployed to business combination expenses
        and/or not yet received due to the pendency of the closing of the business combination. Management also noted that AgileAlgo’s
        software platform the ADA virtual coder requires further development for automation capabilities. The management also noted the
        factors that AgileAlgo beginning in fiscal 2025 is ramping up hiring of SAP and sales consultants, ahead of such prospective
        automation. In addition, management noted the factors of founders of AgileAlgo supplying funds for the above two items in November
        2024 (as disclosed in AgileAlgo’s MD&A). Lastly, management noted that the acceleration of certain deals from the FY 2025
        pipeline to close earlier in FY 2024 did not occur and may occur in FY 2025, further suggesting those events may contribute to
        associated revenue during the upcoming fiscal year, although subject to specified risks disclosed in risk factors. As a result of
        the foregoing and application of projections to FY 2025, instead of FY2024, management determined there was not further a need to
        obtain updated projections at this time. Please see revised disclosure on pages 54, 55, 97 and 98 of the Amended Registration
        Statement, in the sections entitled “Proposal No. 2—AgileAlgo Management Revenue Update” and “—Review
        of Projections”, as well as disclosure beginning on page 119 regarding the ADA coding business.

Please also refer to the revised disclosures
under “Risk Factors—AgileAlgo did not meet its original revenue
projections for fiscal 2024, and if AgileAlgo is unable to accelerate is pipeline of prospective customer deals, or if AgileAlgo is
unable to attract new customers or expand its existing customer relationships, AgileAlgo’s business, financial condition, and
results of operations may be adversely affected”.

    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.

    Response: The disclosure on 173 and 174 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

    2

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.

  Response:
                                            The disclosure on pages F-49 to F-57 of the Amended Registration Statement has been revised
                                            in accordance with the Staff’s comment.

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.

  Response:
                                                                                              We respectfully advise the Staff that the required consent from Adeptus Partners, LLC in respect of its report to its audit of IGTA
                                                                                              Merger Sub Limited’s financial statements is being filed separately as Exhibit 23.3 to the Amended Registration
                                                                                              Statement.

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.

  Response:
                                            We respectfully advise the Staff that at the stockholders meeting held on December 6,
                                            2024, Inception Growth’s stockholders have approved to extend the deadline for Inception
                                            Growth to complete a Business Combination by up to six times for an additional one month
                                            each time up to June 13, 2025. The disclosures on the cover page and pages viii, xv, 2, 12,
                                            13, 15, 44, 46, 48, 49, 56, 74, 86, 114, 154, 155 and 163 of the Amended Registration Statement
                                            have been revised accordingly in accordance with the Staff’s comment.

Please direct any questions or comments regarding
this correspondence regarding the Company to Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1 (917) 974-3190, on behalf
of Inception Growth, and Nahal A. Nellis of Ellenoff Grossman & Schole LLP at nnellis@egsllp.com or +1 (917) 975-4338, on behalf of
AgileAlgo, if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Cheuk Hang Chow

    IGTA Merger Sub Ltd

    Director

3

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

CORRESP
1
filename1.htm

IGTA MERGER SUB LIMITED

875 Washington Street

New York, NY 10014

Via Edgar

November 29, 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”)

    Amendment No. 7 to Registration Statement on Form S-4

    Filed November 13, 2024

    File No. 333-276929

Dear SEC Officers:

We hereby provide our response to the comments
issued in a letter dated November 20, 2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement
on Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the “Amended Registration
Statement”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended 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.

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.

Response: The outstanding balance of IGTA notes
and Sponsor current account in aggregate of $1,914,300 converted into 191,430 PubCo Ordinary Shares, which is using a $10.00
conversion rate. The disclosure on page 172 of the Amended Registration Statement has been revised in accordance with the
Staff’s comment.

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.

    Response: The Company respectfully submits that it has included Adeptus Partners, LLC’s consent for the inclusion of their report with respect to the audit of IGTA Merger Sub Limited in Exhibit 23.2 of the Amended Registration Statement.

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.

    Response: The disclosure in the “Use of Certain
        Terms” section and on pages 7, 8, 9, 81, 82, 132, 133, 148 and 149 of the Amended Registration Statement has been revised
        to provide a discussion of the repayment and conversion terms for the Notes in accordance with the Staff’s comment.

    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.

    Response: The disclosure on pages 43 to 45 of
    the Amended Registration Statement has been revised in accordance with the Staff’s comment.

Please direct any questions or comments regarding
this correspondence to our outside counsel, Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1 917 974 3190 if you would
like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Cheuk Hang Chow

    IGTA Merger Sub Ltd

    Director

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

CORRESP
1
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IGTA MERGER SUB LIMITED

875 Washington Street

New York, NY 10014

Via Edgar

November 13, 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”)

    Amendment No. 6 to Registration Statement on Form S-4

    Filed October 22, 2024

    File No. 333-276929

Dear SEC Officers:

We hereby provide our response to the comments
issued in a letter dated November 1, 2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement
on Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the “Amended Registration
Statement”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended 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.

Amendment No. 6 to Registration Statement on Form S-4

Management ‘s Discussion and Analysis of Financial Condition
and Results Operations of

AgileAlgo, page 125

    1.

    We note your disclosure on page 142 that the company entered
    into a redeemable convertible note with Mr. Seah Chin Siong, a director of the company, for the investment sum of $50,000 in April
    2023. Please disclose this related party transaction in your registration statement and file the agreement, if material, or advise.
    Refer to Item 404(a) of Regulation S-K.

Response: The disclosure on pages 144, 195, F-70
and F-84 of the Amended Registration Statement has been revised in accordance with the Staff’s comment. The Company
respectfully advises the Staff that the convertible note for $50,000 referenced in the Staff's comment was converted by its holder
into 144,546 ordinary shares of AgileAlgo, pursuant to its terms and as full and final settlement of the convertible note, and which
has been set forth in the referenced disclosure.

Unaudited Pro Forma Condensed Combined Financial Statements

Pro Forma Condensed Combined Balance Sheet, page 160

  2.
  Please revise the total line item in pro
                         forma adjustment (3) to include the total unpaid amounts charged to profit and loss.

  Response: The disclosure on page 166 of the Amended Registration Statement has been revised in accordance with the Staff’s
  comment.

  3.
  Pro forma adjustments 4(a) - 4(c) and disclosures on page
      158 refer to a $50,000 EF Hutton Note, however, on page 8 and elsewhere you refer to a note valued at $500,000.
       Please revise. In addition, revise to clarify that $1,250,000
      related to the discharge of deferred underwriting compensation is reflected in additional paid-in capital.

  Response: The Company respectfully acknowledges the Staff’s comment and fixed the
  referenced amount of the EF Hutton Note to reflect consistently $500,000, not $50,000. The Company has revised the related disclosure
  on pages 160 and 168 of the Amended Registration Statement in response to the Staff’s comment.

  4.
  Please
      provide us your calculation of pro forma adjustment   (8)
      to the line item additional paid-in capital of $2,060. In this regard, this adjustment appears to include the issuance of
      shares in exchange for amounts owed by Inception Growth to the Sponsor for administrative support services that are included in
      due to related parties. However, your pro forma balance sheet does not reflect any payments related to this liability. To the extent
      there are multiple components included in the $2,060, please provide a breakdown of each component and ensure all adjustments are
      properly reflected in your pro forma financial statements.

  Response: The additional paid-in capital of $2,061 represents the issuance of shares in exchange for amounts owed by Inception
  Growth to the Sponsor, with the following components:

    In US$ thousands

    Note payable (Per historical data)
    $ 1,120

    Note payable (Pro forma adjustment (7))
    $ 420

    Due to related parties (Per historical data)
    $ 521

    Total amount (Pro forma adjustment (8))
    $ 2,061

The disclosure on page 163 of the Amended Registration Statement has
been revised in accordance with the Staff’s comment.

  5.
  Your disclosures indicate that the adjustment related to
      the Standby Equity Purchase Agreement is reflected in pro forma adjustment (9), however, you appear to have labeled the cash proceeds
      as adjustment (8) on the pro forma balance sheet. Please revise. In addition, tell us and revise to explain why you are assuming
      the pre-paid advance will be immediately converted into PubCo shares.

  Response: The cash proceeds of Standby Equity Purchase Agreement has been revised
to reflect in pro forma adjustment (9), not adjustment (8). No assumption of prepaid advance will be immediately converted into PubCo
shares incurred in the pro forma adjustment (9), whose converted PubCo Shares has removed from this amendment. The disclosure on pages
162, 163 and 169 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

    2

Pro Forma Condensed Combined
Statements of Operations, page 162

  6.
  We note your revision in response to prior comment 2. Please
      revise to reflect the interest expense adjustment of $160,000 in the unaudited pro forma statements of operations for the year
      ended September 30, 2023 and remove adjustment (3) from the interim pro forma statements of operations. Refer to Rule 11-02(a)(6)(i)(B)
      of Regulation S-X.

  Response: The disclosure on pages 164, 165 and 169 of the Amended Registration
Statement has been revised in accordance with the Staff’s comment.

Condensed Consolidated Financial Statements of AgileAlgo Holdings
Ltd. Condensed Consolidated Statements of Operations and Comprehensive Income For The Three-Month Periods Ended June 30, 2024 and 2023,
page F-49

    7.

    Please revise to remove the brackets in your selling, general
    and administrative expense line item on page F-49 to be consistent with your disclosures in the audited financial
    statements.

Response: The disclosure on page F-59 of the Amended Registration Statement has
been revised in accordance with the Staff’s comment.

General

    8.

    Please revise to include audited financial statements for the
registrant, IGTA Merger Sub Ltd. Refer to Rule 8-01 of Regulation S-X.

Response: The Company respectfully acknowledges the Staff’s comment and
has included the audited financial statements of IGTA Merger Sub Ltd. on pages F-49 – F-57 of the Amended Registration Statement.

Please direct any questions or comments regarding
this correspondence to our outside counsel, Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1 917 974 3190 if you would
like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Cheuk Hang Chow

    IGTA Merger Sub Ltd

    Director

3

November 1, 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. 6 to Registration Statement on Form S-4
Filed October 22, 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 July 31, 2024 letter.
Amendment No.6 to Registration Statement on Form S-4
Management 's Discussion and Analysis of Financial Condition and Results Operations of
AgileAlgo, page 125
1.We note your disclosure on page 142 that the company entered into a redeemable
convertible note with Mr. Seah Chin Siong, a director of the company, for the
investment sum of $50,000 in April 2023. Please disclose this related party
transaction in your registration statement and file the agreement, if material, or advise.
Refer to Item 404(a) of Regulation S-K.

November 1, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Statements
Pro Forma Condensed Combined Balance Sheet, page 160
2.Please revise the total line item in pro forma adjustment (3) to include the total unpaid
amounts charged to profit and loss.
3.Pro forma adjustments 4(a) - 4(c) and disclosures on page 158 refer to a $50,000 EF
Hutton Note, however, on page 8 and elsewhere you refer to a note valued at
$500,000. Please revise. In addition, revise to clarify that $1,250,000 related to the
discharge of deferred underwriting compensation is reflected in additional paid-in-
capital.
4.Please provide us your calculation of pro forma adjustment (8) to the line item
additional paid-in capital of $2,060. In this regard, this adjustment appears to include
the issuance of shares in exchange for amounts owed by Inception Growth to the
Sponsor for administrative support services that are included in due to related parties.
However, your pro forma balance sheet does not reflect any payments related to this
liability. To the extent there are multiple components included in the $2,060, please
provide a breakdown of each component and ensure all adjustments are properly
reflected in your pro forma financial statements.
5.Your disclosures indicate that the adjustment related to the Standby Equity Purchase
Agreement is reflected in pro forma adjustment (9), however, you appear to have
labeled the cash proceeds as adjustment (8) on the pro forma balance sheet. Please
revise. In addition, tell us and revise to explain why you are assuming the pre-paid
advance will be immediately converted into PubCo shares.
Pro Forma Condensed Combined Statements of Operations, page 162
6.We note your revision in response to prior comment 2. Please revise to reflect the
interest expense adjustment of $160,000 in the unaudited pro forma statements of
operations for the year ended September 30, 2023 and remove adjustment (3) from the
interim pro forma statements of operations. Refer to Rule 11-02(a)(6)(i)(B) of
Regulation S-X.
Condensed Consolidated Financial Statements of AgileAlgo Holdings Ltd.
Condensed Consolidated Statements of Operations and Comprehensive Income For The
Three-Month Periods Ended June 30, 2024 and 2023, page F-49
7.Please revise to remove the brackets in your selling, general and administrative
expense line item on page F-49 to be consistent with your disclosures in the audited
financial statements.
General
8.Please revise to include audited financial statements for the registrant, IGTA Merger
Sub Ltd. Refer to Rule 8-01 of Regulation S-X.

November 1, 2024
Page 3
            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

CORRESP
1
filename1.htm

IGTA MERGER SUB LIMITED

875 Washington Street

New York, NY 10014

Via Edgar

October 22, 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”)

    Amendment No. 5 to Registration
    Statement on Form S-4

    Filed July 26, 2024

    File No. 333-276929

Dear SEC Officers:

We hereby provide our response to the comments
issued in a letter dated July 31, 2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement
on Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the “Amended Registration
Statement”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended 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.

Amendment No. 5 to Registration Statement on Form S-4

Unaudited Pro Forma Condensed Combined Financial Statements

Pro Forma Combined Balance Sheet, page 152

    1.
    In the June 21, 2024
    response letter, you indicated that you would respond to comment 6 in your next filing; however, no such response has been filed.
    Please tell us whether you have entered into any written agreements for the repayment of the IGTA Notes payable in the form of ordinary
    shares instead of cash. If not, explain why pro forma adjustment (9) continues to assume such Notes will be repaid with the issuance
    of ordinary shares or revise your disclosures as necessary.

Response:  The Company respectfully submits that on
October 22, 2024, Inception Growth and Purchaser entered into a Loan Conversion Agreement (the “Sponsor Loan Conversion Agreement”)
with the Sponsor. Pursuant to the Sponsor Loan Conversion Agreement, the outstanding balance of sponsor loan which includes the promissory
notes payable will be converted into 240,000 ordinary shares of PubCo upon closing of the Business Combination. The disclosure on page
8 of the Amended Registration Statement has been updated to include details of the Sponsor Loan Conversion Agreement, and page 164 of
the Amended Registration Statement has been revised in accordance with the Staff’s comment to update the pro forma combined balance
sheet. A copy of the Sponsor Loan Conversion Agreement is also being filed as Exhibit 10.28 to the Amended Registration Statement.

Pro Forma Condensed Combined Statements of Operations, page
154

    2.
    We note your response
    to prior comment 3 and will consider further the appropriateness of this adjustment once you have entered into a definitive agreement
    with the third party investor. In the meantime, please tell us your consideration to include an adjustment to reflect any interest
    expense related to this potential debt in your pro forma statement of operations. Lastly, revise to include a discussion of the letter
    of intent, and any subsequent definitive agreement, in the forepart of the filing as well as in the subsequent events footnote. Refer
    to ASC 855-10-50-2.

Response: Pursuant to the standby equity purchase
agreement dated October 1, 2024 signed between AgileAlgo, Inception Growth, Purchaser and YA II PN, LTD., PubCo will obtain the Pre-Paid
Advance principal amount up to $2 million with the discount rate of 8% upon the closing of the Business Combination. The 8% discount rate
amounting to $160,000 reflected in pro forma adjustment 3 of pro forma statement of operations. The disclosure on page 164 of the Amended
Registration Statement has been revised in accordance with the Staff’s comment.

Notes to Unaudited Proforma Condensed Consolidated Financial
Information, page 158

    3.
    We note that you have
    entered into a letter of intent with an investor for the issuance of secured convertible notes. Please add this disclosure as a recent
    development in the prospectus summary. Clarify whether the letter of intent is legally binding or enforceable. In addition, please
    file the agreement as an exhibit to your registration statement, or tell us why you do not believe that it is a material agreement
    required to be filed pursuant to Item 601(b)(10) of Regulation S-K.

Response: AgileAlgo, Inception Growth and
Purchaser entered into a Standby Equity Purchase Agreement with YA II PN, Ltd, which is legally binding. The disclosure on pages 6
and 77 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

Please direct any questions or comments regarding
this correspondence to our outside counsel, Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1 917 974 3190 if you would
like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/
    Cheuk Hang Chow

    IGTA Merger Sub Ltd

    Director

July 31, 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. 5 to Registration Statement on Form S-4
Filed July 26, 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 July 19, 2024 letter.
Amendment No. 5 to Registration Statement on Form S-4
Unaudited Pro Forma Condensed Combined Financial Statements
Pro Forma Combined Balance Sheet, page 152
1.In the June 21, 2024 response letter, you indicated that you would respond to comment 6
in your next filing; however, no such response has been filed. Please tell us whether you
have entered into any written agreements for the repayment of the IGTA Notes payable in
the form of ordinary shares instead of cash. If not, explain why pro forma adjustment (9)
continues to assume such Notes will be repaid with the issuance of ordinary shares or
revise your disclosures as necessary.
Pro Forma Condensed Combined Statements of Operations, page 154
We note your response to prior comment 3 and will consider further the appropriateness
of this adjustment once you have entered into a definitive agreement with the third party 2.

July 31, 2024
Page 2
investor. In the meantime, please tell us your consideration to include an adjustment to
reflect any interest expense related to this potential debt in your pro forma statement of
operations. Lastly, revise to include a discussion of the letter of intent, and any subsequent
definitive agreement, in the forepart of the filing as well as in the subsequent events
footnote. Refer to ASC 855-10-50-2.
Notes to Unaudited Proforma Condensed Consolidated Financial Information, page 158
3.We note that you have entered into a letter of intent with an investor for the issuance of
secured convertible notes. Please add this disclosure as a recent development in the
prospectus summary. Clarify whether the letter of intent is legally binding or enforceable.
In addition, please file the agreement as an exhibit to your registration statement, or tell us
why you do not believe that it is a material agreement required to be filed pursuant to
Item 601(b)(10) of Regulation S-K.
            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 202-551-5176 or Jan Woo at 202-551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ted Paraskevas

CORRESP
1
filename1.htm

IGTA MERGER SUB LIMITED

875 Washington Street

New York, NY 10014

Via Edgar

July 26, 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”)

    Amendment No. 4 to Registration Statement on Form S-4

    Filed July 12, 2024

    File No. 333-276929

Dear SEC Officers:

We hereby provide our response to the comments
issued in a letter dated July 19, 2024 (the “Staff’s Letter”) regarding the Company’s Registration Statement on
Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the “Amended Registration
Statement”).

In order to facilitate the review by the Commission’s
staff (the “Staff”) of the Amended 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.

Amendment No. 4 to Registration Statement on Form S-4

Questions and Answers about the Business Combination and the
Special Meeting

Will I experience dilution..., page xiii

    1.

    We note your response to prior comment 1, however, the second
table on page xiii continues to reflect that under the No Redemption Scenario, Inception Growth Public Stockholders will hold 5,257,401
shares, which does not appear to give effect to the June 4, 2024 redemption of 1,686,707 shares. Please revise.

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

Selected Historical Financial Information of AgileAlgo, page
116

    2.

    We note your revised disclosures in response to prior comment
116. However, we also note that basic and diluted net loss per share for the six months ended March 31, 2024 and 2023, as presented here
and on page 16, differ from amounts presented in AgileAlgo’s statements of operations on pages F-49 and F-62. Please revise.

Response: The disclosure on pages 16 and 116 of the
Amended Registration Statement has been revised in accordance with the Staff’s comment.

Unaudited Pro Forma Condensed Combined Financial Statements

Pro Forma Combined Balance Sheet, page 151

    3.

    We note your response to prior comment 5. Please further revise
pro forma footnote (10) to discuss how you intend to fund the negative cash balance should 100% of Inception Growth’s remaining
shareholders redeem their shares.

Response: AgileAlgo expects to receive net proceeds
of $3,220,000 from the issuance of secured convertible notes in a private placement with a third party investor which would close no
later than three business days after the closing of the business combination. AgileAlgo has signed a letter of intent with this investor
and the parties are working toward executing definitive legal documentation for this investment. As the Company believes this financing
is probable, it is included in the pro forma combined balance sheet. Giving effect to this financing, the combined company would not
have a negative cash balance in the event 100% of Inception Growth’s remaining public stockholders redeem their shares, as reflected
in the disclosure on page 158 of the Amended Registration Statement.

Exhibits

    4.

    Please revise to provide an updated auditor’s consent
in Exhibit 23.2, which reflects the corrected opinion dates that are consistent with Inception Growth’s Form 10-K/A filed on June
3, 2024.

Response: The Company respectfully submits that it
has provided an updated auditor’s consent in Exhibit 23.2 which reflects in accordance with the Staff’s comment.

    2

Please direct any questions or comments regarding
this correspondence to our outside counsel, Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1 917 974 3190 if you would
like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Cheuk Hang Chow

    IGTA Merger Sub Ltd

    Director

3

July 19, 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. 4 to Registration Statement on Form S-4
Filed July 12, 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 July 5, 2024 letter.
Amendment No. 4 to Registration Statement on Form S-4
Questions and Answers about the Business Combination and the Special Meeting
Will I experience dilution..., page xiii
1.We note your response to prior comment 1, however, the second table on page xiii
continues to reflect that under the No Redemption Scenario, Inception Growth Public
Stockholders will hold 5,257,401 shares, which does not appear to give effect to the June
4, 2024 redemption of 1,686,707 shares. Please revise.
Selected Historical Financial Information of AgileAlgo, page 116
2.We note your revised disclosures in response to prior comment 116. However, we also
note that basic and diluted net loss per share for the six months ended March 31, 2024 and
2023, as presented here and on page 16, differ from amounts presented in AgileAlgo's
statements of operations on pages F-49 and F-62. Please revise.

July 19, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Statements
Pro Forma Combined Balance Sheet, page 151
3.We note your response to prior comment 5. Please further revise pro forma footnote
(10) to discuss how you intend to fund the negative cash balance should 100% of
Inception Growth’s remaining shareholders redeem their shares.
Exhibits
4.Please revise to provide an updated auditor’s consent in Exhibit 23.2, which reflects the
corrected opinion dates that are consistent with Inception Growth’s Form 10-K/A filed on
June 3, 2024.

            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 Jan Woo at 202-551-3453 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ted Paraskevas

CORRESP
1
filename1.htm

IGTA MERGER SUB LIMITED

875 Washington Street

New York, NY 10014

Via Edgar

July 12, 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”)

    Amendment No. 3 to Registration Statement on Form S-4

    Filed June 21, 2024

    File No. 333-276929

Dear SEC Officers:

We hereby provide our response
to the comments issued in a letter dated May 14, 2024 (the “Staff’s Letter”) regarding the Company’s Registration
Statement on Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the “Amended
Registration Statement”).

In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended 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.

Amendment No. 3 to Registration Statement on Form S-4

Questions and Answers
about the Business Combination and the Special Meeting Q:

Will I experience dilution..., page xiii

 1. Please update your Potential Impact of Additional Dilution table to reflect the June 4, 2024 redemption
of 1,686,707 shares of Inception Growth common stock.

Response to Comment
1: The June 4, 2024 redemption of 1,686,707 shares of Inception Growth common stock is reflected in Potential Impact of
Additional Dilution table. The Company has revised the footnote disclosure on page xiii.

AgileAlgo Management Revenue
Update, page 86

2. We note your statement on page 86 that “there had been little to no lost deals in AgileAlgo’s
pipeline and very minimal slips or no-decisions.” Given that AgileAlgo did not meet forecasted revenues because it was “not
doing the required volume to meet the revenue projected,” please discuss how you determined that you had no lost deals, slips and
no-decisions.

Response to Comment
2: The Company respectfully acknowledges the Staff’s comment and has updated the referenced disclosure to conform with AgileAlgo’s
disclosure elsewhere in the prospectus regarding its users. Please see updated disclosure on page 86 of the Amended Registration Statement.
In the revised disclosure the Company notes that users (as described in such disclosure) have remained steady, or modestly increased,
and in the aggregate have not slipped in number. Supplementally, the Company notes that AgileAlgo’s management believes, following
the Business Combination, it will have managerial resources available, which had been otherwise devoted to the Business Combination, to
further focus on its management’s expectations regarding user and customer acquisition.

Selected Historical Financial
Information of AgileAlgo, page 116

3. Please update to include the Balance Sheet data as of March 31, 2024 and Statement of Operations
and Statements of Cash Flow Data for the six-months ended March 31, 2024.

Response to Comment 3:  The Company respectfully
acknowledges the Staff’s comment and has revised the disclosure on page 116 to conform with the disclosure on page 16 presenting
the above referenced financial information.

Management’s Discussion
and Analysis of Financial Condition and Results of Operations of AgileAlgo

Results of Operations
Revenues, page 131

4. You state here that you expect the commencement of, at minimum, two new customer projects under your
new ADA line of business will close in June and August of 2024 and each contract has a value of between $220,000 to $250,000. You further
state on page 134 that as of the date of this proxy statement/prospectus, you are in the advanced stages of negotiations for a project
contract, which will be your inaugural project under the new ADA line of business and range between $225,000 and $260,000. Please clarify
whether the two contracts discussed on page 131 are the same as the one discussed on page 134. Also, revise to disclose how many contracts
you closed to date or expect to close under the new ADA line of business. Clarify whether any of ADA contracts have commenced, and if
not, disclose when you expect them to begin. Also, please clarify whether you expect that all current and future ADA projects will have
gross profit margins between 20% to 22%.

Response to Comment 4: In response to the Staff’s
comment, the Company has updated the referenced disclosure to conform with page 134 and for the disclosure on page 134 to cross reference
to the disclosure on page 131. The Company supplementally advises the Staff that the referenced contract is the same. The Company further
has revised the disclosure on page 134 as referenced in the Staff’s comment. Please see revised disclosure on pages 131 and 134
of the Amended Registration Statement.

Unaudited Pro Forma
Condensed Combined Financial Statements Pro Forma Combined Balance Sheet, page 151

5. We note that cash and cash equivalents under the Maximum Redemption scenario is ($651,000). Please
revise to reflect this balance as a liability. In addition, add a footnote discussing how you intend to fund the negative cash balance
should 100% of Inception Growth’s remaining shareholders redeem their shares. To the extent additional funding is not probable, tell us
how you determined your current presentation is appropriate.

Response to Comment 5:
The Company is finalizing a fund raising at this moment to address the Staff’s comment.

Inception Growth Acquisition
Limited Notes to Consolidated Financial Statements General, page F-23

6. Please update the Report of Independent Registered Public Accounting Firm and Subsequent Events footnote
to be consistent with Inception Growth’s Form 10-K/A filed on June 3, 2024. In addition, revise to provide an updated auditor’s consent
in Exhibit 23.2 that reflects the corrected opinion dates.

Response to Comment
6: The Company has revised disclosure on pages F-23 and F-46 of the Amended Registration Statement.

    1

Please direct any questions
or comments regarding this correspondence to our outside counsel, Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1
917 974 3190 if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Cheuk Hang Chow

    IGTA Merger Sub Ltd

    Director

2

July 5, 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. 3 to Registration Statement on Form S-4
Filed June 21, 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 May 14, 2024 letter.
Amendment No.3 to Registration Statement on Form S-4
Questions and Answers about the Business Combination and the Special Meeting
Q: Will I experience dilution..., page xiii
1.Please update your Potential Impact of Additional Dilution table to reflect the June 4,
2024 redemption of 1,686,707 shares of Inception Growth common stock.
AgileAlgo Management Revenue Update, page 86
2.We note your statement on page 86 that "there had been little to no lost deals in
AgileAlgo's pipeline and very minimal slips or no-decisions."  Given that AgileAlgo did
not meet forecasted revenues because it was "not doing the required volume to meet the
revenue projected," please discuss how you determined that you had no lost deals, slips
and no-decisions.

July 5, 2024
Page 2
Selected Historical Financial Information of AgileAlgo, page 116
3.Please update to include the Balance Sheet data as of March 31, 2024 and Statement of
Operations and Statements of Cash Flow Data for the six-months ended March 31, 2024.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
AgileAlgo
Results of Operations
Revenues, page 131
4.You state here that you expect the commencement of, at minimum, two new customer
projects under your new ADA line of business will close in June and August of 2024 and
each contract has a value of between $220,000 to $250,000. You further state on page 134
that as of the date of this proxy statement/prospectus, you are in the advanced stages of
negotiations for a project contract, which will be your inaugural project under the new
ADA line of business and range between $225,000 and $260,000. Please clarify whether
the two contracts discussed on page 131 are the same as the one discussed on page 134.
Also, revise to disclose how many contracts you closed to date or expect to close under
the new ADA line of business. Clarify whether any of ADA contracts have commenced,
and if not, disclose when you expect them to begin. Also, please clarify whether you
expect that all current and future ADA projects will have gross profit margins between
20% to 22%.
Unaudited Pro Forma Condensed Combined Financial Statements
Pro Forma Combined Balance Sheet, page 151
5.We note that cash and cash equivalents under the Maximum Redemption scenario is
($651,000). Please revise to reflect this balance as a liability. In addition, add a footnote
discussing how you intend to fund the negative cash balance should 100% of Inception
Growth's remaining shareholders redeem their shares. To the extent additional funding is
not probable, tell us how you determined your current presentation is appropriate.
Inception Growth Acquisition Limited Notes to Consolidated Financial Statements
General, page F-23
6.Please update the Report of Independent Registered Public Accounting Firm and
Subsequent Events footnote to be consistent with Inception Growth's Form 10-K/A filed
on June 3, 2024. In addition, revise to provide an updated auditor's consent in Exhibit 23.2
that reflects the corrected opinion dates.

July 5, 2024
Page 3
            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

CORRESP
1
filename1.htm

IGTA MERGER SUB LIMITED

875 Washington Street

New York, NY 10014

Via Edgar

June 21, 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”)

    Amendment No.2 to Registration Statement on Form S-4

    Filed May 1, 2024

    File No. 333-276929

Dear SEC Officers:

We hereby provide our response
to the comments issued in a letter dated May 14, 2024 (the “Staff’s Letter”) regarding the Company’s Registration
Statement on Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the “Amended
Registration Statement”).

In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended 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.

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.

Response: The disclosure
on pages 82-83 and 86-87 of the Amended Registration Statement has been revised in accordance with the Staff’s comment. The Company
respectfully acknowledges the Staff’s comment, and supplementally clarifies that the projections provided to Moore include expenses
and/or net loss in addition to revenue consisting of expenses and an EBITDA calculation. The Company has provided all of these projections,
including the EBITDA calculation, in the Amended Registration Statement on page 82, and included such information for 2025 and 2026. The
Company further clarifies that Moore reviewed these projections and decided to derive the valuation based on EV/S (enterprise value /
sales) for 2024 revenue only, and for this reason the Company did not include 2025 and 2026 projections in its prior filings, and the
Company supplementally has included the revenue projections for 2025 and 2026 in the Amended Registration Statement, as additional disclosure.

    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.

Response: The disclosure
on page 82 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

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.

Response: In respect of the Staff's comment, the disclosure on pages 123 and 124 of the Amended Registration Statement has been revised to describe
the separation of Trial Users into Active and Dormant users and AgileAlgo's definition of these categories. Likewise, AgileAlgo includes
additional disclosure regarding conversion of dormant to active users, as described in the Staff's comment. Please see page 124 of the
Amended Registration Statement.

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 our liquidity increasing or decreasing in any material way. Refer to Item 303(b)(1)(i) of Regulation
    S-K.

Response: The disclosure
beginning on page 134 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

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).

Response: The disclosure
on pages 156 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

    2

    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 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.

Response: The Company
respectfully informs the Staff that it will respond to this comment in its next filing.

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.

Response: The form 8-K
Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review already filed on May 17,
2024. The Company is working on the amended Forms 10-Q to correct the errors related to the Shareholder non-redemption Agreement and the
accounting for deferred underwriting compensation.

    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.

Response: The 10K/A has been filed on June 3, 2024 to reflect the changes and
explained the reason in Explanatory Note.

    3

Please direct any questions
or comments regarding this correspondence to our outside counsel, Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1
917 974 3190 if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Cheuk Hang Chow

    IGTA Merger Sub Ltd

    Director

    4

United States securities and exchange commission logo
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

CORRESP
1
filename1.htm

IGTA MERGER SUB LIMITED

875 Washington Street

New York, NY 10014

Via Edgar

May 1, 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”)

    Amendment No.1 to Registration Statement on Form S-4

    Filed March 19, 2024

    File No. 333-276929

Dear SEC Officers:

We hereby provide our response
to the comments issued in a letter dated April 4, 2024 (the “Staff’s Letter”) regarding the Company’s Registration
Statement on Form S-4. Contemporaneously, we are publicly filing the revised Registration Statement on Form S-4 via Edgar (the “Amended
Registration Statement”).

In order to facilitate the
review by the Commission’s staff (the “Staff”) of the Amended 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.

Amendment No. 1 to Registration Statement on Form S-4

Valuation Report, page 84

    1.
    In response to prior comment 2, you disclose that AgileAlgo management believes sales and revenue will increase in 2024 based on your discussions with potential customers and more active sales activities in 2H-2023. We note your disclosure elsewhere that the number of new projects created on the platform has been lower going into October to December 2023 due to AgileAlgo product team’s focus on two specific customer projects, with lesser business development work done to increase new customer/user additions during that period. Please reconcile these statements and provide more detail regarding the sales pipeline to support your assumption that sales and revenues will increase in 2024.

Response: The disclosure
on pages 85 and 124 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

    2.
    You disclose that the valuation was primarily based on the income statements, balance sheets, and the forward revenue provided by AgileAlgo management. Clarify the periods for which the financial statements were provided and whether the company considered expenses and/or net loss in addition to revenue.

Response: The disclosure on page 82 of the
Amended Registration Statement has been revised in accordance with the Staff’s comment.

Management’s Discussion and Analysis of Financial Condition
and Results of Operations of AgileAlgo

Key Business Metrics and Selected Financial Data, page 123

    3.
    We note your response to prior comment 4. Please revise to disclose the number of dormant users included in your Trial users count and the number of users converted from dormant to active, if any, for each period presented.

Response: The disclosure on page 122 of the
Amended Registration Statement has been revised in accordance with the Staff’s comment.

Results of Operations

Revenues, page 129

    4.
    We note your reference to the “revenue uptrend” continuing in the first quarter of fiscal 2024 due to the group’s product ramp-up going to market. Please revise here to clarify that the majority of revenue in the first quarter of fiscal 2024 relates to one customer project that was won in the fourth quarter of fiscal 2023. Also, disclose the remaining term and milestones related to this project and the potential impact to your revenue trends once this project is completed. In addition, disclose the number of project contracts that contributed to the group’s revenue in fiscal 2023.

Response: We respectfully
advise the Staff that we have revised page 129 of the Amended Registration Statement to disclose details about the customer project
that was won in the fourth quarter of fiscal 2023 and the number of project contracts that contributed to the group’s revenue in
fiscal 2023.

Liquidity and Capital Resources

Ability to continue as going concern without Business Combination,
page 130

    5.
    We note your response to prior comment 5. Please expand your liquidity disclosures to discuss, in quantified terms, the two contracts that concluded in January and February 2024 and the subsequent purchase order for $9,333. Refer to Item 303(b)(1)(i) of Regulation S-K.

Response: We respectfully
advise the Staff that we have revised page 132 of the Amended Registration Statement in accordance with the Staff’s comment to
discuss the two contracts that concluded in January and February 2024 and the subsequent purchase order for $9,333.

Notes to Unaudited Pro Forma Condensed Consolidated Financial
Information

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed
Combined Balance Sheet, page 154

    6.
    We note your response to prior comment 8. It appears that you have given effect to $75,000 of IGTA transaction costs in both the annual and interim pro forma statements of operations. Please revise to remove this adjustment from the pro forma statement of operations for the three months ended December 31, 2023. Refer to 11-02(a)(6)(i)(B) of Regulation S-X. In addition, clarify whether the $607,103 of AgileAlgo’s transaction costs as disclosed in adjustment (3) are for the three or 15-month period ended December 31, 2023 and revise as necessary. In this regard, on page 119 you attribute the growth in accumulated net loss position during the three-month period to “continuing expenses incurred related to the business combination with a total of $137,337.”

Response: The $607,103 of AgileAlgo’s
transaction costs as disclosed in adjustment (3) are for the period from October 1, 2022 to December 31, 2023. The disclosure on pages
118, 152-154 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

Experts, page 196

    7.
    We note your revised disclosures in response to prior comment 10. The intent of our comment was to clarify which accounting firm audited Inception Growth’s financial statements that are included in the filing but not for you to remove disclosures regarding any changes in or disagreements with your independent accounting firm during the two most recent fiscal years or any subsequent interim period. Therefore, please revise to include the disclosures required by Item 304 of Regulation S-K or include a reference to the incorporation of such information, if applicable to the Form S-4 requirement.

Response: The disclosure
on page 201 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

    2

Inception Growth Acquisition Limited Notes to Consolidated Financial
Statements

Note 3. Restatement of previously issued financial statements,
page F-18

    8.
    Please note that when you file amended Forms 10-Q to correct the error related to the Shareholder non-redemption Agreement, the error related to your accounting for deferred underwriting compensation should also be corrected in each of the quarterly reports for fiscal 2023 and 2022. Also, ensure the quarterly periods for fiscal 2022 are labeled as restated and include the disclosures required by ASC 250-10-50-7 to 50-9 for the impact of this error to both fiscal quarters.

Response: We note the Staff’s comment
and will file the amended Forms 10-Q accordingly.

Note 6. Related Party Transactions

Non-redemption Agreements, page F-20

    9.
    We note your response to prior comment 12. Please amend Inception Growth’s fiscal 2023 Form 10-Q filings to correct the error in accounting for the Shareholder Non-redemption Agreement. Also, tell us your consideration to file an Item 4.02 Form 8-K indicating that such financial statements can no longer be relied upon. In addition, explain why Inception Growth filed a Form 10-K/A on March 14, 2024. In this regard, disclosures in the Explanatory Note refer to restatements to the Financial Statements and Supplementary Data, however, it is unclear what changes were made to the financial statements.

Response: We respectfully
advise the Staff that Inception Growth will file an Item 4.02 Form 8-K indicating that the financial statements contained in the 2023
Form 10-Q filings can no longer be relied upon. Inception Growth will also file amendments to all the Form 10-Q filings.

Inception Growth filed a Form 10-K/A
on March 14, 2024 to revise the disclosure of Note 11 – Subsequent Events.

Note 6. Related Party Transactions

Promissory Note - Related Party, page F-20

    10.
    We note from your response to prior comment 9 that the promissory notes may be converted into shares upon the closing of a business combination. We also note that pursuant to the terms of the Promissory Note Agreements as disclosed in Exhibit 10.1 to the Forms 8-K filed by Inception Growth Acquisition Corp Limited (Inception) on March 14, 2024, January 29, 2024 and November 22, 2023, the promissory notes are payable in cash and/or in “such other form of payment as mutually agreed in writing by Inception and the Payee.” Please revise, here and elsewhere throughout the filing where you discuss these notes, to clarify whether you have entered into additional written agreements that allow for the conversion of such notes and disclose the agreed-upon conversion terms of such notes.

Response: We respectfully
advise the Staff that to date, no additional written agreements have been entered into by Inception Growth that provide for the conversion
of these promissory notes. We have revised the cover page and pages 9 and 177 to clarify that the principal balance of these promissory
notes shall be payable in cash and/or in such other form of payment as mutually agreed in writing prior to or concurrently with the closing
of an initial business combination; and we shall further update the Registration Statement to reflect any further written agreements that
may be entered into by the relevant parties that relate to these promissory notes.

    3

Note 7. Shareholder’s Equity

Warrants, page F-22

    11.
    You state in your response to prior comment 13 that the Warrant Agreement filed as Exhibit 4.5 supports the terms of the Private Warrants as disclosed here. Your footnote disclosures indicate “the 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. If the Private Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable by the Company and exercisable by such holders on the same basis as the Public Warrants.” Please tell us whether the terms of the Private Warrants allow for transfer to a non-permitted transferee. If so, cite the specific section in your Warrant Agreement that allows for such transfers. In addition, regardless of the Private Warrant holders’ intent to transfer to a non-permitted transferee, if allowed, tell us how you considered the fact that the terms of the Private Warrants may change based on the holder of such warrants in your ASC 815-40 analysis. Lastly, to the extent the terms of the Warrant Agreement do not allow for transfers to nonpermitted transferees, revise your footnote disclosures accordingly.

Response:
The disclosure on page F-22 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

Note 11. Subsequent Events, page F-23

    12.
    Please revise to include a discussion of the $100,000 deposited into the Trust Account on February 27, 2024 in order to extend the amount of available time to complete a business combination until April 13, 2024 and the $400,000 unsecured promissory note issued on March 12, 2024. Refer to ASC 855-10-50-2.

Response: The disclosure on page F-25 of
the Amended Registration Statement has been revised in accordance with the Staff’s comment.

General

    13.
    Please enhance your disclosure to clarify in plain English the meaning of generative artificial intelligence (generative AI). While we note that you disclose that AgileAlgo uses open-source technology in some of its software, clarify whether AgileAlgo’s artificial intelligence software platform utilizes open-source technology or license the use of thirdparty technology. To the extent AgileAlgo licenses technologies or utilizes open-source technology, please revise to address any related risks.

Response: The disclosure
on pages 97 and 109 of the Amended Registration Statement has been revised in accordance with the Staff’s comment.

Please direct any questions
or comments regarding this correspondence to our outside counsel, Ted Paraskevas of Loeb & Loeb LLP at tparaskevas@loeb.com or +1
917 974 3190 if you would like additional information with respect to any of the foregoing. Thank you.

    Sincerely,

    /s/ Cheuk Hang Chow

    IGTA Merger Sub Ltd

    Director

4

United States securities and exchange commission logo
April 4, 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. 1 to Registration Statement on Form S-4
Filed March 19, 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 February 23, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-4
Valuation Report , page 84
1.In response to prior comment 2, you disclose that AgileAlgo management believes sales
and revenue will increase in 2024 based on your discussions with potential customers and
more active sales activities in 2H-2023. We note your disclosure elsewhere that the
number of new projects created on the platform has been lower going into October to
December 2023 due to AgileAlgo product team’s focus on two specific customer projects,
with lesser business development work done to increase new customer/user additions
during that period. Please reconcile these statements and provide more detail regarding the
sales pipeline to support your assumption that sales and revenues will increase in 2024.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 April 4, 2024 Page 2
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
April 4, 2024
Page 2
2.You disclose that the valuation was primarily based on the income statements, balance
sheets, and the forward revenue provided by AgileAlgo management. Clarify the periods
for which the financial statements were provided and whether the company considered
expenses and/or net loss in addition to revenue.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
AgileAlgo
Key Business Metrics and Selected Financial Data, page 123
3.We note your response to prior comment 4. Please revise to disclose the number of
dormant users included in your Trial users count and the number of users converted from
dormant to active, if any, for each period presented.
Results of Operations
Revenues, page 129
4.We note your reference to the "revenue uptrend" continuing in the first quarter of fiscal
2024 due to the group's product ramp-up going to market. Please revise here to clarify that
the majority of revenue in the first quarter of fiscal 2024 relates to one customer project
that was won in the fourth quarter of fiscal 2023. Also, disclose the remaining term and
milestones related to this project and the potential impact to your revenue trends once this
project is completed. In addition, disclose the number of project contracts that contributed
to the group's revenue in fiscal 2023.
Liquidity and Capital Resources
Ability to continue as going concern without Business Combination, page 130
5.We note your response to prior comment 5. Please expand your liquidity disclosures to
discuss, in quantified terms, the two contracts that concluded in January and February
2024 and the subsequent purchase order for $9,333. 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 154
6.We note your response to prior comment 8. It appears that you have given effect to
$75,000 of IGTA transaction costs in both the annual and interim pro forma statements of
operations. Please revise to remove this adjustment from the pro forma statement of
operations for the three months ended December 31, 2023. Refer to 11-02(a)(6)(i)(B) of
Regulation S-X. In addition, clarify whether the $607,103 of AgileAlgo's transaction costs
as disclosed in adjustment (3) are for the three or 15-month period ended December 31,
2023 and revise as necessary. In this regard, on page 119 you attribute the growth in
accumulated net loss position during the three-month period to "continuing expenses
incurred related to the business combination with a total of $137,337."

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 April 4, 2024 Page 3
 FirstName LastNameCheuk Hang  Chow
IGTA Merger Sub Ltd
April 4, 2024
Page 3
Experts, page 196
7.We note your revised disclosures in response to prior comment 10. The intent of our
comment was to clarify which accounting firm audited Inception Growth's financial
statements that are included in the filing but not for you to remove disclosures regarding
any changes in or disagreements with your independent accounting firm during the two
most recent fiscal years or any subsequent interim period. Therefore, please revise to
include the disclosures required by Item 304 of Regulation S-K or include a reference to
the incorporation of such information, if applicable to the Form S-4 requirement.
Inception Growth Acquisition Limited Notes to Consolidated Financial Statements
Note 3. Restatement of previously issued financial statements, page F-18
8.Please note that when you file amended Forms 10-Q to correct the error related to the
Shareholder non-redemption Agreement, the error related to your accounting for deferred
underwriting compensation should also be corrected in each of the quarterly reports
for fiscal 2023 and 2022. Also, ensure the quarterly periods for fiscal 2022 are labeled as
restated and include the disclosures required by ASC 250-10-50-7 to 50-9 for the impact
of this error to both fiscal quarters.
Note 6. Related Party Transactions
Non-redemption Agreements, page F-20
9.We note your response to prior comment 12. Please amend Inception Growth's fiscal 2023
Form 10-Q filings to correct the error in accounting for the Shareholder Non-redemption
Agreement. Also, tell us your consideration to file an Item 4.02 Form 8-K indicating that
such financial statements can no longer be relied upon. In addition, explain why Inception
Growth filed a Form 10-K/A on March 14, 2024. In this regard, disclosures in the
Explanatory Note refer to restatements to the Financial Statements and Supplementary
Data, however, it is unclear what changes were made to the financial statements.
Note 6. Related Party Transactions
Promissory Note - Related Party, page F-20
10.We note from your response to prior comment 9 that the promissory notes may be
converted into shares upon the closing of a business combination. We also note that
pursuant to the terms of the Promissory Note Agreements as disclosed in Exhibit 10.1 to
the Forms 8-K filed by Inception Growth Acquisition Corp Limited (Inception) on March
14, 2024, January 29, 2024 and November 22, 2023, the promissory notes are payable in
cash and/or in "such other form of payment as mutually agreed in writing by Inception
and the Payee." Please revise, here and elsewhere throughout the filing where you discuss
these notes, to clarify whether you have entered into additional written agreements that
allow for the conversion of such notes and disclose the agreed-upon conversion terms of
such notes.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 April 4, 2024 Page 4
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
April 4, 2024
Page 4
Note 7. Shareholder's Equity
Warrants, page F-22
11.You state in your response to prior comment 13 that the Warrant Agreement filed as
Exhibit 4.5 supports the terms of the Private Warrants as disclosed here. Your footnote
disclosures indicate "the 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. If the Private Warrants are held by someone other than the initial purchasers
or their permitted transferees, the Private Warrants will be redeemable by the Company
and exercisable by such holders on the same basis as the Public Warrants." Please tell us
whether the terms of the Private Warrants allow for transfer to a non-permitted transferee.
If so, cite the specific section in your Warrant Agreement that allows for such transfers. In
addition, regardless of the Private Warrant holders' intent to transfer to a non-permitted
transferee, if allowed, tell us how you considered the fact that the terms of the Private
Warrants may change based on the holder of such warrants in your ASC 815-40 analysis.
Lastly, to the extent the terms of the Warrant Agreement do not allow for transfers to non-
permitted transferees, revise your footnote disclosures accordingly.
Note 11. Subsequent Events, page F-23
12.Please revise to include a discussion of the $100,000 deposited into the Trust Account on
February 27, 2024 in order to extend the amount of available time to complete a business
combination until April 13, 2024 and the $400,000 unsecured promissory note issued on
March 12, 2024. Refer to ASC 855-10-50-2.
General
13.Please enhance your disclosure to clarify in plain English the meaning of generative
artificial intelligence (generative AI). While we note that you disclose that AgileAlgo uses
open-source technology in some of its software, clarify whether AgileAlgo's artificial
intelligence software platform utilizes open-source technology or license the use of third-
party technology. To the extent AgileAlgo licenses technologies or utilizes open-source
technology, please revise to address any related risks.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 April 4, 2024 Page 5
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
April 4, 2024
Page 5
            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

CORRESP
1
filename1.htm

IGTA MERGER SUB LIMITED

875 Washington Street

New York, NY 10014

Via Edgar

March 19, 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”)

    Registration Statement
    on Form S-4

    Filed February 7, 2024

    File No. 333-276929

Dear SEC Officers:

We hereby provide our response
to the comments issued in a letter dated February 23, 2024 (the “Staff’s Letter”) regarding the Company’s 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.

Registration Statement on Form S-4

Questions and Answers About the Business Combination and the
Special Meeting

Q: Will I experience dilution as a result of the Business Combination,
page xii

 1. Please explain
                                            the following as it relates to your response to prior comment 3 or revise your disclosures
                                            as necessary:

 ● Your
                                            calculation of Inception Growth’s public stockholders who hold shares issued in the
                                            IPO as owning 76.56% of Inception Growth’s issued and outstanding shares prior to the
                                            Business Combination appears to be based on 5,583,391 shares outstanding. However, this amount
                                            appears to differ from the total Inception Growth shares outstanding of 5,588,391.

 ● Footnotes (4) and (5) refer
                                            to 1,271,510 shares that were transferred by the Sponsor per the Non-Redemption Agreement.
                                            However, as per disclosures on page F-20, it appears the Sponsor transferred an aggregate
                                            of 1,297,500 shares pursuant to such agreement.

 ● Your
                                            calculation of Inception Growth’s public stockholders who hold shares issued in the
                                            IPO as owning 76.56% of Inception Growth’s issued and outstanding shares prior to the
                                            Business Combination appears to be based on 5,583,391 shares outstanding. However, this amount
                                            appears to differ from the total Inception Growth shares outstanding of 5,588,391.

Response: Inception Growth’s
public stockholders who hold shares issued in the IPO as owning 76.56% of Inception Growth’s issued and outstanding shares prior
to the Business Combination was based on 5,588,391 shares outstanding. The number of 5,583,391 as stated in the prior response letter
was an inadvertent typo.

Footnotes (4) and (5) refer to 1,271,510
shares that were transferred by the Sponsor per the Non-Redemption Agreement. However, as per disclosures on page F-20, it appears the
Sponsor transferred an aggregate of 1,297,500 shares pursuant to such agreement.

Response: On June 13,
2023, only 1,271,510 shares of common stock were transferred by the Sponsor in connection with the Non-Redemption Agreements. The disclosures
on pages F-10 and F-20 of the Registration Statement have been revised in accordance with the Staff’s comment.

Proposal No. 2: The Share Exchange Proposal

Valuation Report, page 82

 2. We
                                            note your revised disclosure in response to prior comment 9 regarding the underlying assumptions
                                            that Moore relied upon in preparing the valuation report. Please disclose the reasons management
                                            believes that “sales are expected to experience a dramatic surge in 2024” and
                                            that it will have 2024 forward revenue of $13,407,704. Discuss the limitations of these assumptions
                                            and disclose whether any other projections were provided to Moore by the AgileAlgo management
                                            or considered by the board.

Response: The disclosures
on pages 84-85 of the Registration Statement have been revised in accordance with the Staff’s comment.

    3.
    In response to prior
    comment 9, you provided a list of publicly listed companies that were used in the comparable company analysis and the criteria that
    was used to select them. We note that all of the companies listed became public through an underwritten firm commitment offering
    rather than a business combination, are significantly larger, and have been reporting and publicly traded for many years. Please
    discuss the limitations of the selection criteria that were used for the comparable company analysis.

Response: The disclosure
on page 85 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

Key Business Metrics and Selected Financial Data, page 122

    4.
    We note your revised
    disclosures in response to prior comment 15. Please explain your reference to a “larger number of dormant Trial users.”
    In this regard, tell us whether the 25 Trial users at September 30, 2023 were all active users that were either in their current
    one month trial period or one of the three Trial users that requested an extension. To the extent this number includes dormant users,
    explain why.

Response: The disclosures
on page 124 of the Registration Statement have been revised in accordance with the Staff’s comment.

Liquidity and Capital Resources

Ability to continue as going concern without
Business Combination, page 130

    5.
    We note your revised
    disclosures in response to prior comment 17. Please explain in quantified terms your reference to the “sales pipeline and deals
    concluded in December 2023 and January 2024” as ensuring that the Group has sufficient runway to complete another 12-18 months
    of operations.

Response:

The Group had closed an interim contract with one customer contract in January 2024, which was a slipped deal originally expected for
signature in December, 2023 for the sum of $49,382, followed by a full-implementation contract for $98,765 with the same customer in February
2024, following some minor delay in signing with the customer. Both contracts were concluded in the Group’s operating currency in
Singapore which is Singapore Dollars, with the respective original contract values before conversion being SG$66,666 and SGD133,334.

As
of the date of this Letter, the Group had received a purchase order from what the Group expects to be a significant customer moving forward,
albeit with a smaller first order presently for a paid-for proof of concept trial run with a SG$12,600 contract value, or $9,333 after
conversion. Once the proof of concept is complete with this specific customer, the Group is expecting a full implementation and hosting
contract to follow, with no less than SG$150,000 in total contract value, or $111,111 after conversion, forming a part of our 2024 sales
pipeline.

    2

Unaudited Pro Forma Condensed Consolidated
Financial Information

Basis of Pro Forma Presentation, page 143

    6.
    We note your response
    to prior comment 19. However, your disclosure continues to still include references to the legacy pro forma guidance regarding adjusting
    for events that are directly attributable to the transaction, factually supportable, and expected to have a continuing impact. Please
    revise your pro forma financial statements to fully comply with Article 11 of Regulation S-X as amended and to remove any references
    to the legacy pro forma guidance. In doing so, confirm that your pro forma financial statements include all necessary transaction
    accounting adjustments, including those that are not expected to have a continuing impact. Refer to Article 11-02(a)(6) of Regulation
    S-X and Section II.D of SEC Release No. 33-10786.

Response: The pro forma
financial statements have fully complied with Article 11 of Regulation S-X and included all necessary transaction accounting adjustments,
including those that are not expected to have a continuing impact. The disclosures on page 144 of the Registration Statement have been
revised in accordance with the Staff’s comment.

    7.
    We note your revised
    disclosures to Scenarios 2 and 3 in response to prior comment 20. Please explain how Proposal 6 impacts the pro forma financial statements
    under Scenario 2 and why reference to such Proposal is necessary in that discussion.

Response: Proposal 6
has no impact on pro forma financial statements under Scenario 2. The disclosures on page 145 of the Registration Statement have been
revised in accordance with the Staff’s comment.

Notes to Unaudited Pro Forma Condensed
Consolidated Financial Information

Transaction Accounting Adjustments to Unaudited
Pro Forma Condensed Combined Balance Sheet, page 150

    8.
    We note your revised
    disclosures to pro forma adjustment (3) in response to prior comment 21 where you state that such costs are expected to be settled
    in cash upon consummation of the business combination. Please tell us how the cash settlement is reflected in the pro forma financial
    statements or revise as necessary. Also, tell us how you determined that the SPAC’s accounting and audit fees should be offset against
    additional paid-in-capital as costs of the business combination or revise.

Response: The disclosures
on pages 151 and 153 of the Registration Statement have been revised in accordance with the Staff’s comment.

    9.
    We note your response
    to prior comment 22 and your revised disclosures in pro forma adjustment (7). We also note from your disclosures on page F-20 that
    Inception Growth may borrow up to $200,000 and $420,000 pursuant to the November 17, 2023 and January 24, 2024 promissory notes,
    respectively, of which it appears that $90,000 has been advanced as of December 31, 2023. Please tell us whether any additional amounts
    have been advanced since year-end and if not, explain further the pro forma adjustment for $620,000. In this regard, revise to clarify
    whether you intend to borrow the additional amounts prior to completion of the business combination. If so, tell us why you have
    assumed an additional $620,000 will be advanced and how you considered the $90,000 already advanced. Also, explain why you have not
    included an adjustment for the repayment of the notes considering your disclosures on page F-20 indicate that the notes mature upon
    closing of the business combination.

Response: Inception Growth
can borrow up to $200,000, $420,000 and $400,000 pursuant to the promissory notes issued to the Sponsor on November 17, 2023, January
24, 2024 and March 12, 2024, respectively. Of these promissory notes (totaling $1,020,000), $90,000 was drawn up to now and the balance
of $930,000 will be drawn down to settle the transaction costs upon the consummation of the business combination. The full amount of
these notes may be converted into shares upon business combination and reflected in pro forma adjustment accordingly. The disclosures
on page 153 of the Registration Statement have been revised in accordance with the Staff’s comment.

    3

Experts, page 196

    10.
    You state here that
    the financial statements of Inception Growth for the period ended December 31, 2021 “included in this Prospectus” have
    been audited by Friedman LLP. You also refer to financial statements for the year ended December 31, 2022 “included in this
    Prospectus” as having been audited by Marcum LLP. Please revise the opening paragraphs of this section to clarify that Inception
    Growth’s financial statements for fiscal 2022 and 2023 that are included in this Prospectus have been audited by Adeptus Partners.
    In addition, you indicate that Friedman and Marcum’s letters are “attached as” Exhibits 16.1 and 16.2 to this registration
    statement when, in fact, they have been incorporated by reference to prior Item 4.01 Form 8-K filings. Please revise.

Response: The disclosures
on page 198 and in the Exhibits index of the Registration Statement have been revised in accordance with the Staff’s comment.

Inception Growth Acquisition Limited Audited
Financial Statements, page F-2

    11.
    Please revise to include
    the report of Inception Growth’s independent registered public accounting firm. Refer to Rule 2-02(a) of Regulation S-X.

Response: The disclosures
on page F-2 of the Registration Statement have been revised in accordance with the Staff’s comment.

Inception Growth Acquisition Limited Notes
to Consolidated Financial Statements

Note 6. Related Party Transactions

Non-redemption Agreements, page F-20

    12.
    We note your response
    to prior comment 24 where you state that the excess of the fair value of the Founders Shares transferred pursuant to the Non-redemption
    Agreements was determined to be a cost of completing the Business Combination and a capital contribution from a related party. We
    further note that you recorded such amount as non-redemption agreement expense in the consolidated statement of operations for the
    year ended December 31, 2023; however, in each of Inception Growth’s fiscal 2023 Form 10-Q filings, such amount was recorded as a
    reduction to additional paid-in-capital. Please explain the apparent change in accounting for such Agreement and provide us with
    the specific accounting guidance you relied upon. In addition, tell us how you intend to amend any previous 1934 Act filings that
    may need to be restated.

Response: The excess
of the fair value of such Founder Shares is determined to be a cost of completing the Business Combination and a capital contribution
from a related party under SAB Topic 5T. Due to the change in accounting treatment for such Agreement, we will consider the restatement
of financial statements under ASC 250 and will amend Form 10-Qs to reflect the correction, if appropriate.

Note 7. Shareholder’s Equity

Warrants, page F-22

    13.
    We note your response
    to prior comment 25. Your footnote disclosures on page F-22 state that the 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. If the Private
    Warrants are held by someone other than the initial purchasers or their permitted transferees, the Private Warrants will be redeemable
    by the company and exercisable by such holders on the same basis as the Public Warrants. Please provide us with your analysis under
    ASC 815-40 to support your accounting treatment for the Private Warrants as equity. As part of your analysis, specifically address
    the cashless exercise provisions discussed in the footnotes and explain whether you believe there are potential changes to the settlement
    amounts that are dependent upon the characteristics of the holder of the warrant. If so, tell us how you concluded that such a provision
    would not preclude the private placement warrants from being indexed to the entity’s stock based on the guidance in ASC 815-40.
    Lastly, confirm that the Warrant Agreement filed as Exhibit 4.5 supports the terms of the Private Warrants as disclos

United States securities and exchange commission logo
February 23, 2024
Cheuk Hang Chow
Chief Executive Officer
IGTA Merger Sub Ltd
875 Washington Street
New York, NY 10014
Re:IGTA Merger Sub Ltd
Registration Statement on Form S-4
Filed February 7, 2024
File No. 333-276929
Dear Cheuk Hang Chow:
            We have reviewed your 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,
our references to prior comments are to comments in our December 18, 2023, letter.
Registration Statement on Form S-4
Questions and Answers About the Business Combination and the Special Meeting
Q: Will I experience dilution as a result of the Business Combination, page xii
1.Please explain the following as it relates to your response to prior comment 3 or revise
your disclosures as necessary:
•Your calculation of Inception Growth’s public stockholders who hold shares issued in
the IPO as owning 76.56% of Inception Growth’s issued and outstanding shares prior
to the Business Combination appears to be based on 5,583,391 shares outstanding.
However, this amount appears to differ from the total Inception Growth shares
outstanding of 5,588,391.
•Footnotes (4) and (5) refer to 1,271,510 shares that were transferred by the Sponsor
per the Non-Redemption Agreement. However, as per disclosures on page F-20, it
appears the Sponsor transferred an aggregate of 1,297,500 shares pursuant to such
agreement.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 February 23, 2024 Page 2
 FirstName LastNameCheuk Hang  Chow
IGTA Merger Sub Ltd
February 23, 2024
Page 2
Proposal No. 2: The Share Exchange Proposal
Valuation Report, page 82
2.We note your revised disclosure in response to prior comment 9 regarding the underlying
assumptions that Moore relied upon in preparing the valuation report.  Please disclose the
reasons management believes that “sales are expected to experience a dramatic surge in
2024” and that it will have 2024 forward revenue of $13,407,704.  Discuss the limitations
of these assumptions and disclose whether any other projections were provided to Moore
by the AgileAlgo management or considered by the board.
3.In response to prior comment 9, you provided a list of publicly listed companies that were
used in the comparable company analysis and the criteria that was used to select them.
We note that all of the companies listed became public through an underwritten firm
commitment offering rather than a business combination, are significantly larger, and have
been reporting and publicly traded for many years.  Please discuss the limitations of the
selection criteria that were used for the comparable company analysis.
Management's Discussion and Analysis of Financial Condition and Results of Operations of
AgileAlgo
Key Business Metrics and Selected Financial Data, page 122
4.We note your revised disclosures in response to prior comment 15. Please explain your
reference to a "larger number of dormant Trial users." In this regard, tell us whether the 25
Trial users at September 30, 2023 were all active users that were either in their current one
month trial period or one of the three Trial users that requested an extension. To the extent
this number includes dormant users, explain why.
Liquidity and Capital Resources
Ability to continue as going concern without Business Combination, page 130
5.We note your revised disclosures in response to prior comment 17. Please explain in
quantified terms your reference to the "sales pipeline and deals concluded in December
2023 and January 2024" as ensuring that the Group has sufficient runway to complete
another 12-18 months of operations.
Unaudited Pro Forma Condensed Consolidated Financial Information
Basis of Pro Forma Presentation, page 143
6.We note your response to prior comment 19. However, your disclosure continues to still
include references to the legacy pro forma guidance regarding adjusting for events that are
directly attributable to the transaction, factually supportable, and expected to have a
continuing impact. Please revise your pro forma financial statements to fully comply with
Article 11 of Regulation S-X as amended and to remove any references to the legacy pro
forma guidance. In doing so, confirm that your pro forma financial statements include all
necessary transaction accounting adjustments, including those that are not expected to

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 February 23, 2024 Page 3
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
February 23, 2024
Page 3
have a continuing impact. Refer to Article 11-02(a)(6) of Regulation S-X and Section II.D
of SEC Release No. 33-10786.
7.We note your revised disclosures to Scenarios 2 and 3 in response to prior comment 20.
Please explain how Proposal 6 impacts the pro forma financial statements under Scenario
2 and why reference to such Proposal is necessary in that discussion.
Notes to Unaudited Pro Forma Condensed Consolidated Financial Information
Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Balance
Sheet, page 150
8.We note your revised disclosures to pro forma adjustment (3) in response to prior
comment 21 where you state that such costs are expected to be settled in cash upon
consummation of the business combination. Please tell us how the cash settlement is
reflected in the pro forma financial statements or revise as necessary. Also, tell us how
you determined that the SPAC's accounting and audit fees should be offset against
additional paid-in-capital as costs of the business combination or revise.
9.We note your response to prior comment 22 and your revised disclosures in pro forma
adjustment (7).  We also note from your disclosures on page F-20 that Inception Growth
may borrow up to $200,000 and $420,000 pursuant to the November 17, 2023 and January
24, 2024 promissory notes, respectively, of which it appears that $90,000 has been
advanced as of December 31, 2023. Please tell us whether any additional amounts have
been advanced since year-end and if not, explain further the pro forma adjustment for
$620,000. In this regard, revise to clarify whether you intend to borrow the additional
amounts prior to completion of the business combination. If so, tell us why you have
assumed an additional $620,000 will be advanced and how you considered the $90,000
already advanced. Also, explain why you have not included an adjustment for the
repayment of the notes considering your disclosures on page F-20 indicate that the notes
mature upon closing of the business combination.
Experts, page 196
10.You state here that the financial statements of Inception Growth for the period ended
December 31, 2021 "included in this Prospectus" have been audited by Friedman LLP.
You also refer to financial statements for the year ended December 31, 2022 "included in
this Prospectus" as having been audited by Marcum LLP. Please revise the opening
paragraphs of this section to clarify that Inception Growth's financial statements for fiscal
2022 and 2023 that are included in this Prospectus have been audited by Adeptus
Partners. In addition, you indicate that Friedman and Marcum's letters are "attached
as" Exhibits 16.1 and 16.2 to this registration statement when, in fact, they have been
incorporated by reference to prior Item 4.01 Form 8-K filings. Please revise.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 February 23, 2024 Page 4
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
February 23, 2024
Page 4
Inception Growth Acquisition Limited Audited Financial Statements, page F-2
11.Please revise to include the report of Inception Growth's independent registered public
accounting firm. Refer to Rule 2-02(a) of Regulation S-X.
Inception Growth Acquisition Limited Notes to Consolidated Financial Statements
Note 6. Related Party Transactions
Non-redemption Agreements, page F-20
12.We note your response to prior comment 24 where you state that the excess of the fair
value of the Founders Shares transferred pursuant to the Non-redemption Agreements was
determined to be a cost of completing the Business Combination and a capital contribution
from a related party. We further note that you recorded such amount as non-redemption
agreement expense in the consolidated statement of operations for the year ended
December 31, 2023; however, in each of Inception Growth's fiscal 2023 Form 10-Q
filings, such amount was recorded as a reduction to additional paid-in-capital. Please
explain the apparent change in accounting for such Agreement and provide us with the
specific accounting guidance you relied upon. In addition, tell us how you intend to
amend any previous 1934 Act filings that may need to be restated.
Note 7. Shareholder's Equity
Warrants, page F-22
13.We note your response to prior comment 25. Your footnote disclosures on page F-22 state
that the 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.
If the Private Warrants are held by someone other than the initial purchasers or their
permitted transferees, the Private Warrants will be redeemable by the company and
exercisable by such holders on the same basis as the Public Warrants. Please provide us
with your analysis under ASC 815-40 to support your accounting treatment for the Private
Warrants as equity. As part of your analysis, specifically address the cashless exercise
provisions discussed in the footnotes and explain whether you believe there are potential
changes to the settlement amounts that are dependent upon the characteristics of the
holder of the warrant. If so, tell us how you concluded that such a provision would not
preclude the private placement warrants from being indexed to the entity’s stock based on
the guidance in ASC 815-40. Lastly, confirm that the Warrant Agreement filed as Exhibit
4.5 supports the terms of the Private Warrants as disclosed in your financial statement
footnotes or revise as necessary.
Note 11. Subsequent Events, page F-25
14.Please revise to include a discussion of the $420,000 unsecured promissory note issued on
January 24, 2024 or tell us why you believe such disclosure is not necessary. Refer to
ASC 855-10-50-2.

 FirstName LastNameCheuk Hang  Chow
 Comapany NameIGTA Merger Sub Ltd
 February 23, 2024 Page 5
 FirstName LastName
Cheuk Hang  Chow
IGTA Merger Sub Ltd
February 23, 2024
Page 5
AgileAlgo Holding Ltd Notes to Consolidated Financial Statements
Note 1. Organization and Business Operations, page F-31
15.Please revise both here and on the cover page to disclose the date of incorporation of
AgileAlgo Pte Ltd and when it began operations.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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

CORRESP
1
filename1.htm

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

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