AMENDMENT TO THE INVESTMENT MANAGEMENT TRUST AGREEMENT

Exhibit 10.1

AMENDMENT TO THE
INVESTMENT MANAGEMENT TRUST AGREEMENT

This Amendment No. 1 (this “Amendment”), dated as of March 13, 2023, to the Investment Management Trust Agreement (as defined below) is made by and between Inception Growth Acquisition Limited (the “Company”) and Continental Stock Transfer & Trust Company, as trustee (“Trustee”). All terms used but not defined herein shall have the meanings assigned to them in the Trust Agreement.

WHEREAS, the Company and the Trustee entered into an Investment Management Trust Agreement, dated December 8, 2021 (the “Trust Agreement”);

WHEREAS, Section 1(i) of the Trust Agreement sets forth the terms that govern the liquidation of the Trust Account under the circumstances described therein; and

WHEREAS, at a Stockholders Meeting of the Company held on March 13, 2023, the Company’s stockholders approved a proposal to amend the Trust Agreement to provide the Company the right to extend the date on which to commence liquidating the Trust Account for an additional six (6) months from March 13, 2023 to September 13, 2023 without having to make any payment into the trust account for each issued and outstanding Company share of common stock issued in the IPO that has not been redeemed in the event the Company has not consummated a business combination by March 13, 2023.

NOW THEREFORE, IT IS AGREED:

1. Preamble. The fifth WHEREAS clause in the preamble of the Trust Agreement is hereby amended and restated to read as follows:

“WHEREAS, if a Business Combination is not consummated within the initial 15-month period following the closing of the Offering, the Company’s insider may extend such period for an additional six (6) months (the “Extension”), without having to make any payment into the trust account for each issued and outstanding Company share of common stock issued in the IPO that has not been redeemed; and;”

2. Exhibit D. Exhibit D of the Trust Agreement is hereby amended and restated in its entirety as follows.

[Letterhead of Company]

[Insert date]

Continental Stock Transfer & Trust Company

Xxx Xxxxx Xxxxxx, 30^th Floor

New York, New York 10004

Attn: Xxxxxxx Xxxx & Xxxxxxx Xxxxxxxx

Re: Trust Account — Extension Letter

Dear Xx. Xxxx and Xx. Xxxxxxxx:

Pursuant to Section 1(j) of the Investment Management Trust Agreement between Inception Growth Acquisition Limited (“Company”) and Continental Stock Transfer & Trust Company, dated as of December 8, 2021 (“Trust Agreement”), as amended, this is to advise you that the Company is extending the time available in order to consummate a Business Combination with the Target Businesses for an additional six (6) months, from March 13, 2023 to September 13, 2023 (the “Extension”) without having to deposit any fund for each issued and outstanding Company share of common stock issued in the IPO that has not been redeemed.

This Extension Letter shall serve as the notice required with respect to Extension prior to the Applicable Deadline. Capitalized words used herein and not otherwise defined shall have the meanings ascribed to them in the Trust Agreement.

Very truly yours,

Inception Growth Acquisition Limited

By:

Name:

Title:

cc: XX Xxxxxx, division of Benchmark Investments, LLC

3. All other provisions of the Trust Agreement shall remain unaffected by the terms hereof.

4. This Amendment may be signed in any number of counterparts, each of which shall be an original and all of which shall be deemed to be one and the same instrument, with the same effect as if the signatures thereto and hereto were upon the same instrument. A facsimile signature shall be deemed to be an original signature for purposes of this Amendment.

5. This Amendment is intended to be in full compliance with the requirements for an Amendment to the Trust Agreement as required by Section 7(c) of the Trust Agreement, and every defect in fulfilling such requirements for an effective amendment to the Trust Agreement is hereby ratified, intentionally waived and relinquished by all parties hereto.

6. This Amendment shall be governed by and construed and enforced in accordance with the laws of the State of New York, without giving effect to conflicts of law principles that would result in the application of the substantive laws of another jurisdiction.

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IN WITNESS WHEREOF, the parties have duly executed this Amendment to the Investment Management Trust Agreement as of the date first written above.

	CONTINENTAL STOCK TRANSFER & TRUST COMPANY, as Trustee
	By:	/s/ Xxxxxxx Xxxx
	Name:	Xxxxxxx Xxxx
	Title:	Vice President

	INCEPTION GROWTH ACQUISITION LIMITED
	By:	/s/ Xxxxx Hang Chow
	Name:	Xxxxx Hang Chow
	Title:	Chief Executive Officer

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