SecProbe.io

September 16, 2024
Gerard Kim Meng Lim
Chief Executive Officer
Agroz Inc.
No. 2, Lorong Teknologi 3/4A
Taman Sains Selangor, Kota Damansara
47810 Petaling Jaya, Selangor, Malaysia
Re:Agroz Inc.
Draft Registration Statement on Form F-1
Submitted August 20, 2024
CIK No. 0002009233
Dear Gerard Kim Meng Lim:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 Submitted August 20, 2024
Cover Page
1.We note your disclosure that Mr. Gerard Kim Meng Lim is a controlling shareholder.
Please clarify on the cover page whether you intend to maintain “controlled company”
status under the applicable Nasdaq listing rules and rely on the exemptions from Nasdaq
corporate governance standards following the offering, and specify those exemptions in
the cross-referenced disclosure. If you intend to rely on the exemptions and maintain
“controlled company” status under the Nasdaq listing rules after the offering, please
provide appropriate risk factor disclosure.
Prospectus Summary, page 1
Please balance your disclosure regarding Agroz in the Prospectus Summary section to
include equally prominent disclosure of the limitations you face in implementing your 2.

September 16, 2024
Page 2
business strategy, including, but not limited to:
•a discussion of your significant related party transactions;
•a discussion of potential limitations to CEA vertical farming, such as your statement
on page 15 that "[t]he production of staple crops such as wheat and rice is a roadblock
for large scale vertical farming due to these crops' specific growth requirements and
current vertical farming technology limitations;"
•a statement that your audit report includes a paragraph related to substantial doubt
about your ability to continue as a going concern; and
•a statement that your management has identified certain material weaknesses in your
internal controls.
Our Products and Services, page 4
3.Please expand on the discussion of your products and services to note for the most recent
applicable periods (i) the number of CEA vertical farms you designed and/or constructed,
(ii) the number of CEA vertical farms for which you provided operation and management
services, (iii) the number of CEA vertical farms you sold to third parties, and (iv) the
number of CEA vertical farms which you owned and operated.
4.We note your disclosure regarding Agroz OS and Agroz ERP. We also note that you have
entered into two Software Development Agreements with Braiven Co., Ltd. pursuant to
which Braiven provides you with certain software development services. Please note
whether any aspects of the Agroz OS or Agroz ERP were developed by Braiven and
whether you are significantly reliant on Braiven for the development of your products.
Additionally, please provide a complete description of the Software Development
Agreement with Braiven, including a discussion of:
•the payment terms and any milestone payments that have been paid to date or which
you may still be required to pay;
•the perpetual license to use the software granted to Braiven;
•any material foreign exchange risk you face given the $4 million payments due to
Braiven appear to be denominated in U.S. dollars; and
•any actual or potential conflicts of interest given that Braiven was founded by your
Chief Technology Officer.
Market Opportunity, page 6
5.We note your statements in this section and throughout the prospectus discussing your
"top-grade" products being available where they are most highly demanded. Please revise
to clarify the meaning of top-grade. Please revise this and any disclosure throughout the
registration statement to provide a basis for statements, including any relevant metrics,
regarding your competitive position and comparisons between your products and services
and those of your competitors. Refer to Item 4.B.7 of Form 20-F.

Recent Developments, page 7
We note your statement that "[e]arly feedback from the pilot rollout of Agroz Copilot has
been encouraging." Please briefly explain the early feedback from the pilot rollout and the 6.

September 16, 2024
Page 3
way or ways in which it has been encouraging.
Risk Factors
Risks Related to our Business and Industry
We may not be able to adequately protect our intellectual property and other proprietary rights
that are material to our business, page 16
7.We note your disclosure here that you "own unregistered source codes to (i) the software
components of the future developmental version of Agroz OS and (ii) the PLC." On page
8 you note that you hold copyrights for "[t]he source code to the PLC integrated into
Agroz OS" and "[t]he source code to Agroz OS and Agroz ERP." Please clarify the level
of intellectual property protection you hold for these source codes and what it means for
them to be unregistered. Your disclosure should clarify why their unregistered
nature makes them susceptible to potential infringement. Additionally, please expand the
disclosure regarding your copyrights to note the jurisdiction in which you hold the
copyrights and any applicable expiration dates.
Risks Related to The Shares, page 18
8.We note your disclosure of the outstanding Agroz Inc. Redeemable Convertible Preferred
Shares. Please add risk factor disclosure regarding the RCPS. Your disclosure
should address the potential dilutionary impact to investors upon conversion of these
securities, potential payments upon redemption and any material interest payments.
Additionally, please discuss the RCPS in the Prospectus Summary.
Use of Proceeds, page 28
9.We note you plan to use a portion of the net proceeds of this offering for acquisitions.
Please revise to provide all information required by Item 3.C of Form 20-F. Additionally,
we note your significant liabilities and operating expenses for related parties. Please
clarify how the proceeds from this offering will be allocated to pay off such liabilities and
operating expenses, specifically in regard to the related parties.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
32
10.We note your statement that your "CEA practices are a combination of various digital
technologies," including 5G communications. Here or elsewhere in the prospectus, please
briefly describe the use of 5G communications in your business.
Business
Our Products and Services, page 53
11.We note your statement that in the future you "plan to implement other green RE sources
such as biogas and hydrogen." Please provide additional details on your plans to
implement these additional RE sources, including any work you have done to date and
your anticipated timeline.
12.We note your disclosure "[n]ot only are superfoods nutrient rich, they sell at higher prices
and price margins." Please revise to provide additional disclosure to depict the price and
margin difference between your superfoods and your other products.

September 16, 2024
Page 4
Competition, page 58
13.We note your statement that you believe your competitors only compete with you at
various parts of your business model but not all three. When discussing your competitors,
please identify which parts of your business model they do and do not engage in.
Present and Ongoing Related Party Transactions, page 67
14.We note your disclosure of certain related party transactions. Please revise to discuss how
pricing and supply are determined and how disputes are resolved with your related parties.
To the extent you have oral contracts governing your arrangements with
these related parties, please file as an exhibit a written description of the oral contracts.
For guidance, please refer to Compliance and Disclosure Interpretations, Regulation S-K,
Question 146.04.
15.Please revise your descriptions of certain related party transactions to identify the nature
and extent of the operating expenses paid by Agroz or the related party.
16.Please expand your risk factor disclosure to address any material risks related to your
significant related party transactions.
Related Party Transactions, page 67
17.Please clarify what it means for certain related parties to be "[s]ignificantly influenced" by
the controlling shareholder or key management of the Group. It is not clear from your
current disclosure what relationship exists between Agroz and the related party.
Notes to Consolidated Financial Statements
2. Reorganization, basis of presentation and going concern
2.1 Reorganization, page F-7
18.You disclose that Agroz Inc. and Agroz Group are with identical shareholding structures
and were under common control. Therefore, you accounted for the reorganization as a
recapitalization of the operating entity. Please provide an analysis that supports the notion
that they were entities under common control during the periods presented including
details sufficient to understand the controlling ownership of Agroz Inc. and Agroz Group
before and after the Reorganization.
2.3 Basis of Preparation, page F-8
19.You stated on page 11 and page 25 that you are an Emerging Growth Company ("EGC")
and elected to take advantage of an extended transition period for complying with new or
revised accounting standards. We further note here that you have adopted all applicable
new and revised IFRS Standards that are effective. Please note that the EGC accounting
deferral election is not applicable to IFRS filers. Please refer to the cover page of Form F-
1 and revise accordingly.
3.10 Cash, page F-13
20.You define cash to include deposits held by banks that can be added or withdrawn without
limitation. Please tell us how your definition complies with IAS 7.6 and IAS 7.7.

September 16, 2024
Page 5
12. Capital and Reserves, page F-29
21.You disclose at page 20 that there are certain restrictions on a Malaysian company's
ability to make dividend distributions. Please tell us your consideration of providing
parent-only financial statements under Rules 5-04 and 12-04 of Regulation S-X, which is
required when the restricted net assets of the registrant’s consolidated subsidiaries exceed
25% of consolidated net assets as of the end of the most recently completed fiscal year.
15. Financial Risk Management and Fair Values of Financial Instruments
(i) Trade Receivables, page F-34
22.You disclose that trade receivables are due within 30-104 days from the date of billing
and 70% of your outstanding receivables at December 31, 2023 have been collected as of
the date of the consolidated financial statements filed in August 2024. In that regard, 30%
of receivables are significantly past due, even over 104 days. Please clarify the 30%
amount due from related parties and third parties, and how you evaluate the
reasonableness of your loss allowance and the extent to which you consider the length of
time an account has been staying past due beyond your year end to be an indicator of
impairment.
22. Related Party Balances and Transactions, page F-45
23.Please revise to disclose the meaning of "[s]ignificantly influenced" when you define the
relationship between related parties, including any equity holdings and accounting
consequences, if any. We also note that you purchase and sell a big portion of your fresh
produce from and to related parties. Please help us understand the arrangement.
General
24.We note the many partnerships, contracts, and agreements you disclose you have entered
into. For the following agreements, please revise to disclose the material terms of these
agreements:

•Leased CEA vertical farms you operate (we note your disclosure on page 36 of two
new lease agreements);
•The agreements with Microsoft to be an Independent Software Vendor and a
Microsoft AI Cloud Partner;
•The strategic partnership with AEON Co. (M) Berhad;
•The borrowing agreement with HWG Cash Berhad; and
•The Software Development Agreement with Braiven date January 18, 2023.

Please file the agreements as exhibits to the Registration Statement pursuant to Item
601(b)(10) of Regulation S-K or tell us why you are not required to do so.
25.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.

September 16, 2024
Page 6
            Please contact Christie Wong at 202-551-3684 or Li Xiao at 202-551-4391 if you have
questions regarding comments on the financial statements and related matters. Please contact
Nicholas O'Leary at 202-551-4451 or Conlon Danberg at 202-551-4466 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Industrial Applications and
Services
cc:Ross Carmel, Esq.