November 27, 2024 Inception Growth Acquisition Limited

Exhibit 10.1

November 27, 2024

Inception Growth Acquisition Limited

000 Xxxxxxxxxx Xxxxxx

New York, NY 10014

Attention: Xxxxxxx Xx

RE: Standby Equity Purchase Agreement dated October 1, 2024 (the “Agreement”) between Inception Growth Acquisition Limited (the “Company”) and YA II PN, Ltd. (the “Investor”).

Dear Xx. Xx,

Pursuant to the Agreement, the Investor has the right to terminate the Agreement in the event that Business Combination (as defined in the Agreement) has not occurred by November 21, 2024. This letter shall serve as written confirmation that the Investor hereby agrees not to enforce the termination right pursuant to Section 10.01(c) of the Agreement prior to January 21, 2025. In the event that the Business Combination has not occurred by January 21, 2025 (unless otherwise agreed in writing by the Investor), then the Investor shall have the right to terminate the Agreement, effective immediately, at any time on or after the close of business on such date without liability to any other party.

Sincerely,

/s/ Xxxxx Xxxx

Xxxxx Xxxx

Senior Legal Counsel

cc: Xxxxxxx Xxx

E-mail: xxxxxxx.xxx@xxxxxxxxx.xxx.xx

0000 Xxxxxxxxxxx Xxx., Xxxxxxxxxxxx, XX | 201.985.8300 | xxx.xxxxxxxxxxxxxxxxx.xxx