United States securities and exchange commission logo





                               October 6, 2021

       Paige E. Craig
       Chief Executive Officer
       Inception Growth Acquisition Ltd
       875 Washington Street
       New York, NY 10014

                                                        Re: Inception Growth
Acquisition Ltd
                                                            Amendment No. 2 to
Registration Statement on Form S-1
                                                            Filed September 9,
2021
                                                            File No. 333-257426

       Dear Mr. Craig:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
August 26, 2021 letter.

       Amendment No. 2 to Registration Statement on Form S-1 filed September 9,
2021

       Cover Page

   1.                                                   We note your response
to comment 1. Please expand your cover page disclosure to
                                                        address with additional
detail how recent statements and regulatory actions by China   s
                                                        government, such as
those related to the use of variable interest entities and data security
                                                        or anti-monopoly
concerns, has or may impact the company   s ability to conduct its
                                                        business, accept
foreign investments, or list on an U.S. or other foreign exchange. In
                                                        addition, please expand
your disclosure on the cover page and in the Summary to clarify
                                                        for investors the risks
associated with potentially being able to effect service of process
                                                        upon your executive
officers and directors.
 Paige E. Craig
FirstName   LastNamePaige  E. Craig
Inception Growth  Acquisition Ltd
Comapany
October     NameInception Growth Acquisition Ltd
         6, 2021
October
Page 2 6, 2021 Page 2
FirstName LastName
Prospectus Summary, page 1

2.       We note your response to comment 2. Please expand you disclosure on
page 7 to
         explicitly address the uncertainties regarding the status of the
rights of a holding company
         with respect to its contractual arrangements with the VIE's founders.
3.       We note your response to comment 3. In your summary of risk factors,
pleaser further
         expand your disclosure regarding the risks that being based in or
acquiring a company
         whose corporate structure or whose operations in China poses to
investors. Specifically,
         when discussing the risks arising from the legal system in China,
highlight that rules and
         regulations in China can change quickly with little advance notice,
which could result in a
         material change in your operations and/or the value of your common
stock.
4.       We note your response to comment 5 and your revised disclosure on page
8. In this
         respect, please expand your disclosure to provide a clear description
of how cash will be
         transferred through the post-combination organization if you acquire a
company based in
         China. We note your discussion of SAFE circulars in your risk factor
disclosure, but it is
         unclear what other restrictions, if any, exist regarding foreign
exchange and your ability to
         transfer cash between entities, across borders, and to U.S. investors
after a business
         combination with a company based in China. We are also unable to
locate disclosure
         specifically addressing restrictions and limitations on your ability
to distribute earnings
         from your businesses, including subsidiaries and/or consolidated VIEs,
to the parent
         company and U.S. investors as well as the ability to settle amounts
owed under the VIE
         agreements. Please revise accordingly.
5.       We note your response to comment 6 and your revised disclosure
beginning on page 61
         and the summary risk factor on page 30. Please revise to clarify that
trading in your
         securities may be prohibited under the Holding Foreign Companies
Accountable Act if the
         PCAOB determines that it cannot inspect or fully investigate the
auditor of a company
         you may target for an initial business combination, and that as a
result an exchange may
         determine to delist your securities.
Risk Factors, page 33

6.       We note your response to comment 8 and the revised risk factor
disclosure beginning on
         page 63. Please revise this risk factor to discuss the potential
effect of compliance with
         the Circular of the General Office of the State Council on the
Establishment of Security
         Review System for the Merger and Acquisition of Domestic Enterprises
by Foreign
         Investors that became effective in March 2011, and the Rules on
Implementation of
         Security Review System for the Merger and Acquisition of Domestic
Enterprises by
         Foreign Investors issued by the MOFCOM that became effective in
September 2011 to a
         potential acquisition transaction. In this respect, please disclose
that mergers and
         acquisitions by foreign investors that raise    national defense and
security    concerns and
         mergers and acquisitions through which foreign investors may acquire
de facto control
         over domestic enterprises that raise    national security    concerns
are subject to strict
 Paige E. Craig
Inception Growth Acquisition Ltd
October 6, 2021
Page 3
      review by the MOFCOM and discuss the scope of such "national security"
concerns. In
      this respect, we note that the last sentence included in the risk factor
immediately
      preceding the risk factor regarding merger and acquisition regulations
does not appear to
      adequately convey the magnitude and scope of the risk.
7.    We note your response to comment 10 and the revised risk factor
disclosure beginning on
      page 62. Please revise your disclosure to explain how the CAC's oversight
could impact
      the process of searching for a target and/or your business on a
post-combination basis.
        You may contact William Demarest at 202-551-3432 or Kristina Marrone at
202-551-
3429 if you have questions regarding comments on the financial statements and
related
matters. Please contact Gregory Herbers at 202-551-8028 or Erin E. Martin at
202-551-3391
with any other questions.



                                                           Sincerely,
FirstName LastNamePaige E. Craig
                                                           Division of
Corporation Finance
Comapany NameInception Growth Acquisition Ltd
                                                           Office of Real
Estate & Construction
October 6, 2021 Page 3
cc:       Lawrence Venick
FirstName LastName