SecProbe.io

November 5, 2024
Khar Heng Choo
Chief Executive Officer
Knorex Ltd.
21 Merchant Road
#04-01
Singapore 058267
Re:Knorex Ltd.
Amendment No. 5 to Draft Registration Statement on Form F-1
Submitted October 25, 2024
CIK No. 0001982960
Dear Khar Heng Choo:
            We have reviewed your amended draft registration statement and have the following
comments.
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 5 to Draft Registration Statement on Form F-1
Conventions That Apply to This Prospectus, page 4
1.You disclose that "(f)ollowing the completion of the Reorganization, the capital
structure of the Company mirrors the current capital structure of Knorex SG on a
beneficial shareholder basis. Throughout this prospectus, we use 25 ordinary shares of
the Company to indicate one outstanding ordinary share of Knorex SG on an as-
converted basis, which is for convenience and illustrative purposes only and does not
represent actual issuances." Given the Reorganization was completed on September
30, 2024, please remove such disclosure.

November 5, 2024
Page 2
The Offering, page 10
2.You disclose that the ordinary shares outstanding immediately after this offering
would include 22,977,825 Class A Ordinary Shares but it appears this number should
have been 24,977,825. Please revise throughout the filing.
Capitalization, page 38
3.We note your disclosure on page 52 that in July and August 2024 you raised US$1.2
million from bank loans and short-term loans from related parties. Please revise to
include this activity as a pro forma adjustment in the Capitalization section. Refer to
Rule 11-01(a)(8) of Regulation S-X.
            Please contact Chen Chen at 202-551-7351 or Chris Dietz at 202-551-3408 if you
have questions regarding comments on the financial statements and related matters. Please
contact Matthew Crispino at 202-551-3456 or Larry Spirgel at 202-551-3815 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology