CORRESP 1 filename1.htm

December 6, 2021

 

VIA EDGAR

 

U.S. Securities and Exchange Commission Division of Corporation Finance

100 F Street, N.E. Washington, D.C. 20549

 

Re: Inception Growth Acquisition Limited
  Registration Statement on Form S-1
  File No. 333-257426

 

Ladies and Gentlemen:

 

In accordance with Rule 461 under the Securities Act of 1933, as amended (the “Act”), EF Hutton, division of Benchmark Investments, LLC, as representative of the several underwriters, hereby joins Inception Growth Acquisition Limited (the “Company”) in requesting that the Securities and Exchange Commission take appropriate action to cause the Registration Statement on Form S-1 (File No. 333-257426) (the “Registration Statement”) to become effective on Wednesday, December 8, 2021, at 5:30 p.m., Eastern Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Loeb & Loeb LLP, request by telephone that such Registration Statement be declared effective.

 

Pursuant to Rule 460 of the General Rules and Regulations of the Securities and Exchange Commission under the Act, we wish to advise you that copies of the Company’s Preliminary Prospectus, dated November 1, 2021, were furnished to several prospective underwriters and distributed by the underwriters approximately as follows through the date hereof: 100 copies to institutional investors and 350 copies to others.

 

The undersigned advises that it has complied and will continue to comply, and that it has been informed by the participating underwriters and dealers that they have complied with and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 

  Very truly yours,
  EF Hutton, division of Benchmark Investments, LLC
     
  By: /s/ Sam Fleischman
  Name: Sam Fleischman
  Title: Supervisory Principal