CORRESP 1 filename1.htm

 

INCEPTION GROWTH ACQUISITION LIMITED

875 Washington Street
New York, NY 10014

 

December 6, 2021

 

VIA EDGAR & TELECOPY
Division of Corporation Finance
U.S. Securities & Exchange Commission

100 F Street, NE

Washington, D.C. 20549

Attention: Gregory Herbers / Erin E. Martin

 

RE: Inception Growth Acquisition Limited (the “Company”)
  Amendment No. 3 to Registration Statement on Form S-1
  Filed: November 1, 2021
  (File No. 333-257426) (the “Registration Statement”)

 

Ladies and Gentlemen:

 

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 such Registration Statement will become effective as of 5:30 p.m. on December 8, 2021, or as soon thereafter as practicable.

 

The Company hereby acknowledges that:

 

  Should the Securities and Exchange Commission (the “Commission”) or the Staff, acting pursuant to delegated authority, declare the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration Statement;
   
  The action of the Commission or the Staff, acting pursuant to delegated authority, in declaring the Registration Statement effective, does not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the Registration Statement; and
   
  The Company may not assert Staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

 

[Signature page follows]

 

 

 

 

  Very truly yours,
   
  INCEPTION GROWTH ACQUISITION LIMITED
   
  By: /s/ Paige E. Craig
  Name:  Paige E. Craig
  Title: Chief Executive Officer