SecProbe.io

Mail Stop 4631

March 12, 2020

Shy Datika
President
INX Limited
Unit 1.02, 1st Floor 6 Bayside Road
Gibraltar, GX11 1AA

Re: INX Limited
Amendment No. 7 to Registration Statement on Form F -1
Filed March 3 , 2020
  File No. 333-233363

Dear Mr. Datika :

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 com ments in our February 6 , 2020 letter .

General

1. We note the date of the audited financial statements is more than 12 months at the time of
filing.  Accordingly, please either update your financial statements pursuant to Item 8 of
Form 20 -F, or provide the appropriate representation in an exhibit pursuant to Instruction
2 to Item 8.A.4 of Form 20 -F.

Use of Proceeds, page 39

2. We note your response to comment 2.  You have revised your disclosure to define “net
proceeds” without a reduction for offering expenses, but you have included the amount of
offering expenses remaining to be paid in the use of proceeds table.  We believe this
presentation may stil l be confusing to investors and it is incorrect to state that at the
minimum offering, you will have $7.5 million of “net proceeds.”  While we understand

Shy Datika
INX Limited
March 12 , 2020
Page 2

 that you will not pay A -Labs any contingent consideration at that amount, there are still
$5.5 million  of offering expenses associated with the offering.  In this regard, we note
disclosure on page 123 that your offering expenses are estimated to be approximately $5
million, and disclosure on page 64 that you agreed to make a non -refundable one -time
cash p ayment of $500,000 to A -Labs under the Engagement Agreement.

Please revise your table and any similar disclosures throughout the prospectus to show
the amount of “net proceeds” of the offering as gross proceeds less contingent
compensation payable to A -Labs as well as all offering expenses.  Please also avoid using
the term “net proceeds before expenses,” since “net” is generally understood to refer to
an amount that has been reduced by the associated expenses.

Exhibit Index

3. Please revise to update you r Form of Subscription Escrow Agreement attached as Exhibit
10.26 in light of  your revised minimum offering amount.  Please also correct the
hyperlink for Ex hibit 99.1 in your Exhibit Index as it continues to  direct investors to
Exhibit 4.4.  For guidance refer to Item 601(a)(2) of Regulation S -K and Rule 102 of
Regulation S -T.

You may contact Lory Empie, Staff Accountant, at (202) 551 -3714  or Stephen Kim,
Assistant Chief Accountant, at (202) 551 -3291  if you have questions regarding comments on the
financial statements and related matters.  Please contact Christopher Dunham, Staff Attorney, at
(202) 551 -3783 or, in his absence, Pamela A. Long  at (202) 551 -3765 with any other questions.

Sincerely,

Division of Corporation Finance
Office of Finance