SEC Comment Letter for KNOREX LTD. (KNRX) (CIK 0001982960) (KNRX) — Nov 18, 2024
KNOREX LTD. (KNRX) (CIK 0001982960)
Date: Nov. 18, 2024 · CIK: 0001982960 · Accession: 0000000000-24-012724
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File numbers found in text: 333-283112
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November 18, 2024
Khar Heng Choo
Chief Executive Officer
Knorex Ltd.
21 Merchant Road
#04-01
Singapore 058267
Re:Knorex Ltd.
Registration Statement on Form F-1
Filed November 12, 2024
File No. 333-283112
Dear Khar Heng Choo:
We have reviewed your amended registration statement and have the following
comments.
Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1
Unaudited Condensed Consolidated Financial Statements of Knorex Ltd.
Notes to Unaudited Condensed Consolidated Financial Statements
Note 17 - Subsequent events, page F-29
1.Please revise your disclosures here and on page F-54 to address the issuance of
warrants on September 30, 2024 as discussed on page 41. As part of your response,
please tell us whether the warrants were issued in connection with the issuance of
debt. In this regard, we note that your disclosure on page 41 refers to "an aggregate
principal amount." Lastly, if debt was issued, revise your capitalization and dilution
disclosures to reflect the pro forma impact.
November 18, 2024
Page 2
Audited Consolidated Financial Statements of Knorex Ltd.
Report of Independent Registered Public Accounting Firm, page F-30
2.Please revise to include the signature of the accounting firm. Refer to Rule 2-02(a) 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