SecProbe.io

CORRESP
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filename1.htm

Mark Selinger

Tel 212.801.9221

Fax 212.801.6400

Mark.Selinger@gtlaw.com

September 20, 2024

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Technology

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Mark Brunhofer

Robert Telewicz

Irene Paik

Sonia Bednarowski

    Re:

    INX Ltd.

    Form 20-F for the Fiscal Year Ended December 31, 2022

    Form 20-F for the Fiscal Year Ended December 31, 2023

    Response dated October 31, 2023

    File No. 000-56429

Dear Mr. Brunhofer:

On behalf of INX Ltd. (the
“Company” or “INX”), we are writing to submit the Company’s responses to comments of the staff (the “Staff”)
of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission,” or the “SEC”)
dated August 24, 2024, relating to the above referenced Form 20-F for the fiscal year ended December 31, 2022 and the Form 20-F for the
fiscal year ended December 31, 2023 (File No. 000-56429). For ease of review, we have set forth below each of the numbered comments of
your letter and the Company’s responses thereto.

Form 20-F for the Fiscal Year Ended December
31, 2023

Risk Factors

Adding crypto assets to, or removing from our
platform, page 13

    1.
    Refer to your response to prior comment 3. The list of tokens that you decided to delist and cease trading during 2023 appears to be relevant to INXD rather than INXS. In future filings, please distinguish between INXS and INXD when discussing the processes for adding or removing assets from the company’s platforms.

Response: The Company respectfully acknowledges
the Staff’s comment, and intends to include the following disclosure in its future filings:

“The Company has established
proactive internal procedures for the delisting and removal of assets from its INXS and INXD platforms.

On either platform, when a
coin or token no longer meets our compliance and/or listing standards due to variety of reasons including, changes in the industry or
other pertinent considerations, our compliance department, and the commercial team, to the extent required, undertake a comprehensive
review, which may lead to the delisting of the relevant asset(s). We believe that this process reflects best practices and serves to safeguard
both the Company and its users and customers.

    1

During the review conducted
by the compliance department, several factors are taken into account for both the INXS and INXD platforms. While this list is not exhaustive,
it provides insight into some of the key considerations:

 ● commitment
of the team to the project

 ● level
and quality of development activity

 ● trading
volume and liquidity

 ● stability
and security of the network against attacks

 ● network
and smart contract stability

 ● nature
and level of public communication

 ● responsiveness
to periodic due diligence requests

 ● evidence
of unethical, fraudulent conduct, or negligence

 ● contribution
to a healthy and sustainable crypto ecosystem

    ●

    relevance to recent regulatory developments

Additionally, as it pertains
specifically to the INXS platform, the compliance department weighs:

 ● recent
regulatory developments regarding the secondary trading of securities

 ● relevant
state and federal court decisions determining the security status of a digital asset

 ● issuer
non-compliance with securities laws

During 2024, we decided to
delist and cease trading of the following tokens from the INXD platform:

 ● CRV, UNI, AAVE, ZEC

During 2024, we have not delisted, or ceased trading,  any tokens on the INXS platform.

All relevant trading pairs,
including those associated with the above-mentioned tokens, have been removed from the INX trading platforms.”

Risk Factors

With respect to the Company’s INXD platform,
if the Company fails, page 13

    2.
    Refer to your response to prior comment 2. In future filings, please revise the first full risk factor on page 13 to specifically address the risk of having listed MATIC on your platform.

Response: The Company respectfully acknowledges
the Staff’s comment, and intends to revise the following language in the risk factor, as follows:

“With respect
to the Company’s INXD platform, “if the Company fails to properly characterize a digital asset listed for trading under applicable
securities laws, it may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties, which may adversely
affect the business, operating results, and its financial condition.

There can be no assurances
that we have properly characterized in the past, or that we will properly characterize in the future, any given crypto asset as a security
or non-security for purposes of determining whether our platform will support trading of the crypto asset, or that the SEC, foreign regulatory
authority, or a court, if the question was presented to it, would agree with our assessment. If an applicable regulatory authority or
a court, having final determinative authority on the subject, were to determine that a supported crypto asset that was previously offered,
sold, or traded on our INX Digital platform, or that is currently offered, sold, or traded on our INX Digital platform, is a security,
we could be subject to judicial or administrative sanctions for failing to offer or sell the crypto asset in compliance with the registration
or exemption requirements. Such an action could result in injunctions, cease and desist orders, as well as civil monetary penalties, fines,
and disgorgement, criminal liability, and reputational harm. Customers that traded such supported crypto assets on our platform and suffered
trading losses could also seek to rescind a transaction that we facilitated on the basis that it was conducted in violation of applicable
law, which could subject us to significant liability. Furthermore, if we remove any crypto assets from trading on our platform for any
reason, our decision may be unpopular with users and may reduce our ability to attract and retain customers, especially if such assets
remain traded on unregulated exchanges, which includes many of our competitors.

    2

As an example, the crypto
asset MATIC was listed on the INXD platform for some time before being delisted from the platform in 2023, rendering it unavailable on
the platform. The Company may be subject to regulatory scrutiny, inquiries, investigations, fines, and other penalties as a result of
that period of time where MATIC was listed for trading on the INXD platform.

Further, if Bitcoin, Ethereum,
or any other crypto asset that we are either currently supporting, or that we supported in the past, is deemed to be a security under
any U.S. federal, state, or foreign jurisdiction, or in a proceeding in a court of law or otherwise, it may have adverse consequences
for such supported crypto asset. For instance, all transactions in such supported crypto assets would have to be registered with the SEC
or other foreign authority, or conducted in accordance with an exemption from registration, which could severely limit its liquidity,
usability and transactability. Moreover, the networks on which such supported crypto assets are utilized may be required to be regulated
as securities intermediaries, and subject to applicable rules, which could effectively render the network impracticable for its existing
purposes. Further, it could draw negative publicity and a decline in the general acceptance of the crypto asset. Also, it may make it
difficult for such supported crypto assets to be traded, cleared, and held in custody as compared to other crypto assets that are not
considered to be securities.”

Information on the Company, page 44

    3.
    Refer to your response to prior comments 18 and 19. We note that an affiliate traded as principal on the INX Digital platform. To the extent that any other affiliates trade as principal on the INX Digital Platform, please disclose in future filings. Also discuss the extent to which INX Securities was or any other affiliate is provided with any special terms or access as compared to other persons trading on the platform, and whether you maintain any information barriers or other controls that prevented INX Solutions or that prevents any other affiliate from front running customers or otherwise misusing confidential trading information.

Response: The Company respectfully acknowledges
the Staff’s comment. INX Solutions ceased trading as principal on the INX Digital Platform prior to 2024, and no other affiliates
have in the past, or currently trade, as principal on the INX Digital Platform. If at such time in the future an affiliate of the Company
commences trading as principal on the INX Digital Platform, the Company will include disclosures that outline the terms and/or access
that the affiliate has compared to other persons trading on the platform. The Company has not provided in the past, and does not intend
to provide in the future, affiliates with any special terms or access as compared to other persons on the platform.

    4.
    Refer to your response to prior comment 19. You state that INX Digital engages an independent liquidity provider to provide liquidity on the platform. In future filings, please include disclosure to this effect and identify the liquidity provider.

Response: The Company respectfully acknowledges
the Staff’s comment, and intends to include the following disclosure in its future filings, updated to the then current information:

“INX Digital engages
Keyrock s.a. and Flowdesk as independent liquidity providers on the INX Digital platform.”

INX.One (a/k/a INX Trading Solutions), a Single Regulated Ecosystem
for Trading Blockchain Assets, page 50

    5.
    Refer to your response to prior comment 8. We note your disclosure on page 54 that “[t]he INX Digital platform operates within the U.S.; however, users from other regions may independently access [y]our platform and engage in trading activities involving securities or cryptocurrencies, subject to compliance with the Company’s policies and procedures.” In future filings, please expand your disclosure regarding the foreign jurisdictions in which you offer your services and access to your platforms, and identify the specific services offered in each jurisdiction. Similarly, we note your disclosure that you offer broker-dealer of record services for certain primary offerings in compliance with local laws. In future filings, please expand your disclosure by identifying the jurisdictions in which you provide such services.

    3

Response: The Company respectfully acknowledges
the Staff’s comment, and intends to include the following disclosure in its future filings:

“The INX Digital trading
platform operates within the US, however, users from other regions may independently access our platform and engage in trading activities
involving securities or cryptocurrencies, subject to compliance with the Company’s policies and procedures. The INX Digital platform offers
secondary market trading in the following jurisdictions outside the US: Andorra, Angola, Anguilla, Antigua and Barbuda, Armenia, Australia,
Austria, Azerbaijan, Bahrain, Belgium, Belize, Bermuda, Bhutan, Brazil, Brunei Darussalam, Bulgaria, Cape Verde, Chile, Colombia, Comoros,
Croatia, Cyprus, Czech Republic, Denmark, Djibouti, Dominica, Dominican Republic, El Salvador, Estonia, Eswatini, Faroe Islands, Fiji,
Finland, France, French Polynesia, Gambia, Georgia, Germany, Gibraltar, Greece, Grenada, Guatemala, Guernsey, Honduras, Hong Kong, Hungary,
Ireland, Isle of Man, Israel, Italy, Japan, Jersey, Jordan, Kazakhstan, Kenya, Kiribati, Republic of South Korea, Kuwait, Kyrgyzstan,
Latvia, Liechtenstein, Lithuania, Luxembourg, Macao, Madagascar, Malaysia, Maldives, Malta, Marshall Islands, Mauritania, Mexico, Federated
States of Micronesia, Republic of Moldova, Monaco, Mongolia, Montserrat, Mozambique, Nauru, Netherlands, New Zealand, Nigeria, Norway,
Oman, Papua New Guinea, Paraguay, Peru, Philippines, Poland, Portugal, Puerto Rico, Romania, Saint Kitts and Nevis, Saint Lucia, Saint
Martin (French part), Saint Vincent and the Grenadines, Samoa, San Marino, Sao Tome and Principe, Saudi Arabia, Seychelles, Singapore,
Slovakia, Slovenia, Solomon Islands, South Africa, Spain, Suriname, Sweden, Switzerland, Taiwan - Province of China, Timor-Leste, Tonga,
Turkey, Turkmenistan, Turks and Caicos Islands, Tuvalu, Ukraine, United Arab Emirates, United Kingdom, and Uruguay.

On the INXS platform, the
security tokens are available for trading in all 50 U.S. states, as well as in two U.S. territories and other foreign jurisdictions that
we believe we have the right to operate in. The INXS platform offers secondary market trading in the following jurisdictions outside the
US: Argentina, Australia, Austria, Bahamas, Bahrain, Bangladesh, Barbados, Belgium, Bermuda, Bolivia, Brazil, Brunei Darussalam, Bulgaria,
Cameroon, Cayman Islands, Chile, China, Colombia, Costa Rica, Croatia, Cyprus, Czech Republic, Denmark, Dominican Republic, Ecuador, Egypt,
El Salvador, Estonia, Finland, France, Georgia, Germany, Gibraltar, Greece, Guatemala, Hong Kong, Hungary, India, Indonesia, Ireland,
Israel, Italy, Jamaica, Japan, Jersey, Jordan, Republic of South Korea, Kuwait, Latvia, Lithuania, Luxembourg, Malaysia, Malta, Mexico,
Netherlands, New Zealand, Nigeria, Norway, Oman, Panama, Paraguay, Peru, Philippines, Poland, Portugal, Puerto Rico, Qatar, Romania, Saint
Kitts and Nevis, Saint Lucia, Saudi Arabia, Seychelles, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland,
Taiwan - Province of China, Thailand, Turkey, Turks and Caicos Islands, United Arab Emirates, United Kingdom, Uruguay and Zambia.

For certain of our security
tokens listed on our INXS platform, in addition to trading services, the Company also offers broker-dealer of record services for certain
primary offerings in compliance with local laws. We provide these services to the following jurisdictions outside the US: Argentina, Australia,
Austria, Bahamas, Bahrain, Bangladesh, Barbados, Belgium, Bermuda, Bolivia, Brazil, Brunei Darussalam, Bulgaria, Cameroon, Cayman Islands,
Chile, China, Colombia, Costa Rica, Croatia, Cyprus, Czech Republic, Denmark, Dominican Republic, Ecuador, Egypt, El Salvador, Estonia,
Finland, France, Georgia, Germany, Gibraltar, Greece, Guatemala, Hong Kong, Hungary, India, Indonesia, Ireland, Israel, Italy, Jamaica,
Japan, Jersey, Jordan, Republic of South Korea, Kuwait, Latvia, Lithuania, Luxembourg, Malaysia, Malta, Mexico, Netherlands, New Zealand,
Nigeria, Norway, Oman, Panama, Paraguay, Peru, Philippines, Poland, Portugal, Puerto Rico, Qatar, Romania, Saint Kitts and Nevis, Saint
Lucia, Saudi Arabia, Seychelles, Singapore, Slovakia, Slovenia, South Africa, Spain, Sri Lanka, Sweden, Switzerland, Taiwan - Province
of China, Thailand, Turkey, Turks and Caicos Islands, United Arab Emirates, United Kingdom, Uruguay and Zambia.

Technology and Product Development, page 54

    6.
    Refer to your response to prior comment 10 and your disclosure on page 54 that “INX.One is not a separate platform but rather a solution designed to provide users with access to INX Digital and INXS platforms, creating a unified customer experience for trading both security tokens and digital assets.” In future filings, please disclose the measures you take to ensure that users of INX.One are aware when they are transacting through INX Securities and when they are transacting through INX Digital.

Response: The Company respectfully acknowledges
the Staff’s comment, and intends to include the following disclosure in its future filings, as an update to the response to the
prior comment 10:

“INX.One is not a separate
platform but rather a solution designed to provide users with access to INX Digital and INXS platforms, creating a unified customer experience
for trading both securit