SecProbe.io

CORRESP
 1
 filename1.htm

 November
26, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 EvoNexus
 Group LTD

 Registration
Statement on Form F-1, as amended

 File
No. 333-290099

 Request
for Acceleration of Effectiveness

 Ladies
and Gentlemen:

 In
accordance with Rule 461 under the Securities Act of 1933, as amended (the " Securities Act "), Kingswood Capital Partners,
LLC, as representative of the several underwriters, hereby joins EvoNexus Group LTD (the " Company ") in requesting
that the U.S. Securities and Exchange Commission take appropriate action to cause the registration statement on Form F-1, as amended
(File No. 333-290099) (the " Registration Statement "), to become effective on December 1, 2025, at 4:00 p.m., Eastern
Time, or as soon thereafter as practicable, or at such other time as the Company or its outside counsel, Hunter Taubman Fischer &
Li LLC, request by telephone that such Registration Statement be declared effective.

 Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we have distributed as many copies of the preliminary prospectus dated
November 17, 2025 (the " Preliminary Prospectus "), to selected dealers, institutions and others as appears to be reasonable
to secure adequate distribution of the Preliminary Prospectus.

 The
undersigned advises that they have complied and will continue to comply, and that they have been informed by the participating underwriters
and dealers that they have complied and will continue to comply, with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 Very truly yours,

 Kingswood Capital Partners, LLC

 By:
 /s/
 Tyler Bashaw

 Name:
 Tyler Bashaw

 Title:
 Supervisory Principal

 cc:
Ross D. Carmel, Esq., Sichenzia Ross Ference Carmel LLP

CORRESP
 1
 filename1.htm

 EvoNexus Group LTD

 November 26, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Technology

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Alexandra Barone

 Re:
 EvoNexus Group LTD

 Registration Statement on Form F-1

 Initially Filed on September 8, 2025

 File No. 333-290099

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, EvoNexus Group LTD hereby requests that the effectiveness
of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration Statement become
effective at 4:00 p.m., Eastern Time, on December 1, 2025, or as soon thereafter as practicable.

 Very truly yours,

 EvoNexus Group LTD

 By:
 /s/ Chong Li

 Name:
 Chong Li

 Title:
 Chief Executive Officer, Director,
 Chairman of the Board of Directors

CORRESP
1
filename1.htm

EvoNexus
Group LTD

September
24, 2025

Via
EDGAR

Division
of Corporation Finance

Office
of Technology

U.S.
Securities and Exchange Commission

100
F Street, NE

Washington,
D.C., 20549

    Attention:
    Joseph
    Cascarano

    Robert
    Littlepage

    Alexandra Barone

    Jan Woo

    Re:
    EvoNexus
    Group LTD

    Registration
    Statement on Form F-1

    Filed
    September 8, 2025

    File
    No. 333-290099

Dear
sirs and madams:

This
letter is in response to the letter dated September 17, 2025, from the staff (the “Staff”) of the U.S. Securities and Exchange
Commission (the “Commission”) addressed to EvoNexus Group LTD (the “Company,” “we,” and “our”).
For ease of reference, we have recited the Commission’s comment in this response. Amendment No. 1 to Registration Statement on
Form F-1 (the “Amendment No. 1”) is being publicly filed to accompany this letter.

Registration
Statement on Form F-1

Risk
Factors

If
we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of Nasdaq..., page 39

1.
We note that Nasdaq recently proposed a new rule that would require companies principally operating in China, including Hong Kong and
Macau, to raise at least $25 million in an initial public offering to list on Nasdaq. Please revise your risk factor to address the potential
effects this proposal could have on your ability to list and maintain a listing on the Nasdaq Capital Market Exchange.

Response:
In response to the Staff’s comments, we have amended our disclosure on page 39 of the Amendment No. 1 accordingly.

We
appreciate the assistance the Staff has provided with its comments. If you have any questions, please do not hesitate to call our counsel,
Ying Li, Esq., of Hunter Taubman Fischer & Li LLC, at (212) 530-2206.

Very
truly yours,

    /s/
    Chong Li

    Name:
    Chong
    Li

    Title:
    Chief
    Executive Officer

    cc:
    Ying
    Li, Esq.

    Hunter
    Taubman Fischer & Li LLC

September 17, 2025
Chong Li
Chief Executive Officer
EvoNexus Group Ltd
Unit 56 of Factory A on 5th Floor Union Hing Yip Factory Building
No. 20 Hing Yip Street
Kwun Tong, Hong Kong
Re:EvoNexus Group Ltd
Registration Statement on Form F-1
Filed September 8, 2025
File No. 333-290099
Dear Chong Li:
            We have reviewed your registration statement and have the following comment.
            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
Risk Factors
If we cannot satisfy, or continue to satisfy, the initial listing requirements and other rules of
Nasdaq..., page 39
1.We note that Nasdaq recently proposed a new rule that would require companies
principally operating in China, including Hong Kong and Macau, to raise at least $25
million in an initial public offering to list on Nasdaq. Please revise your risk factor to
address the potential effects this proposal could have on your ability to list and
maintain a listing on the Nasdaq Capital Market Exchange.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.

September 17, 2025
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at 202-551-
3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Alexandra Barone at 202-551-8816 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ying Li, Esq.

CORRESP
1
filename1.htm

EvoNexus Group LTD

September 8, 2025

Via EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:

    Joseph
    Cascarano

    Robert
    Littlepage

    Alexandra Barone

    Jan Woo

    Re:
    EvoNexus Group LTD

    Draft
    Registration Statement on Form F-1

    Submitted
    August 20, 2025

    CIK
    No. 0002075036

Dear sirs and madams:

This letter is in response to the letter dated August
27, 2025, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) addressed
to EvoNexus Group LTD (the “Company,” “we,” and “our”). For ease of reference, we have recited the
Commission’s comments in this response and numbered them accordingly. A Registration Statement on Form F-1 (the “Registration
Statement”) is being publicly filed to accompany this letter.

Amendment No. 1 to Draft Registration Statement
on Form F-1

Prospectus Summary

Summary of Risk Factors, page 5

1. We note your response to prior comment 3. Please
expand your summary of risk factor disclosure to specifically discuss the risk that the Chinese government may intervene or influence
your operations at any time. In addition, in your heading, please expressly refer to the risks of doing business in Hong Kong and disclose
the risks that your corporate structure and being based in or having the majority of the company’s operations in Hong Kong poses
to investors.

Response: In response to the Staff’s
comments, we have amended our disclosure on page 5 of the Registration Statement accordingly.

Consolidated Financial Statements

Note 1. Organization and Principal Activities

(b) Restructuring, page F-17

2. We have considered your response to prior comment
17 and reissue the comment. Since the company was incorporated on May 6, 2025, subsequent to the balance sheet date of February 28, 2028,
it is inappropriate to present consolidated financial statements before it was in existence. Note the difference between a retrospective
application of a change in capital structure as compared to a pro forma presentation for a future event. As the formation of the company
and transaction were future events, you are precluded from presenting consolidated financial statements until the balance sheet date
is subsequent to the date of the formation of the company. Accordingly, please provide the financial statements of Mobclick Technology
(HK) Limited in lieu of consolidated financial statements of EvoNexus Group Ltd.

Response: In response to the Staff’s
comments, we have amended our disclosure from pages F-1 to F-20 of the Registration Statement accordingly.

3. Please tell us your consideration of providing
pro forma financial information reflecting the restructuring, prepared pursuant to the guidance in Article 11 of Regulation S-X.

Response: In response to the Staff’s
comments, we have amended our disclosure from pages 48 to 52 of the Registration Statement accordingly.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to call our counsel, Ying Li, Esq., of Hunter Taubman Fischer &
Li LLC, at (212) 530-2206.

Very truly yours,

    /s/
    Chong Li

    Name:

    Chong Li

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter
    Taubman Fischer & Li LLC

August 27, 2025
Chong Li
Chief Executive Officer
EvoNexus Group Ltd
Unit 56 of Factory A on 5th Floor Union Hing Yip Factory Building
No. 20 Hing Yip Street
Kwun Tong, Hong Kong
Re:EvoNexus Group Ltd
Draft Registration Statement on Form F-1
Submitted August 20, 2025
CIK No. 0002075036
Dear Chong Li:
            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 and non-public draft submission(s) 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. Unless we note otherwise, any references to prior comments are to comments in
our August 5, 2025 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Prospectus Summary
Summary of Risk Factors, page 5
1.We note your response to prior comment 3. Please expand your summary of risk
factor disclosure to specifically discuss the risk that the Chinese government may
intervene or influence your operations at any time. In addition, in your heading, please
expressly refer to the risks of doing business in Hong Kong and disclose the risks that
your corporate structure and being based in or having the majority of the company’s
operations in Hong Kong poses to investors.

August 27, 2025
Page 2
Consolidated Financial Statements
Note 1. Organization and Principal Activities
(b) Restructuring, page F-17
2.We have considered your response to prior comment 17 and reissue the comment.
Since the company was incorporated on May 6, 2025, subsequent to the balance sheet
date of February 28, 2028, it is inappropriate to present consolidated financial
statements before it was in existence. Note the difference between a retrospective
application of a change in capital structure as compared to a pro forma presentation
for a future event. As the formation of the company and transaction were
future events, you are precluded from presenting consolidated financial statements
until the balance sheet date is subsequent to the date of the formation of the company.
Accordingly, please provide the financial statements of Mobclick Technology (HK)
Limited in lieu of consolidated financial statements of EvoNexus Group Ltd.
3.Please tell us your consideration of providing pro forma financial information
reflecting the restructuring, prepared pursuant to the guidance in
Article 11 of Regulation S-X.
            Please contact Joseph Cascarano at 202-551-3376 or Robert Littlepage at 202-551-
3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Alexandra Barone at 202-551-8816 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ying Li, Esq.

August 5, 2025
Chong Li
Chief Executive Officer
EvoNexus Group Ltd
Unit 56 of Factory A on 5th Floor Union Hing Yip Factory Building
No. 20 Hing Yip Street
Kwun Tong, Hong Kong
Re:EvoNexus Group Ltd
Draft Registration Statement on Form F-1
Submitted July 18, 2025
CIK No. 0002075036
Dear Chong Li:
            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
Cover Page
1.We note your disclosure on page 7 that the company does not have a written cash
management policy. Please include similar disclosure on the cover page.
Prospectus Summary, page 1
In this section, please disclose each permission or approval that you or your
subsidiaries are required to obtain from Chinese authorities to operate your business
and to offer the securities being registered to foreign investors. State whether you or
your subsidiaries are covered by permissions requirements from the China Securities
Regulatory Commission (CSRC), Cyberspace Administration of China (CAC) or any 2.

August 5, 2025
Page 2
other governmental agency, and state affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have
been denied. Please also describe the consequences to you and your investors if you or
your subsidiaries: (i) do not receive or maintain such permissions or approvals, (ii)
inadvertently conclude that such permissions or approvals are not required, or (iii)
applicable laws, regulations, or interpretations change and you are required to obtain
such permissions or approvals in the future. If you do not believe any permissions are
required, provide an explanation. If you relied on the opinion of counsel, identify
counsel and file a consent. Also include a summary risk factor with a specific cross-
reference to a more detailed risk factor discussion on permissions and approvals.
Summary of Risk Factors, page 4
3.In your summary of risk factors, expressly refer to the risks of doing business in Hong
Kong and disclose the risks that your corporate structure and being based in or having
the majority of the company’s operations in Hong Kong poses to investors. In
particular, describe the significant regulatory, liquidity, and enforcement risks with
cross-references to the more detailed discussion of these risks in the prospectus. For
example, specifically discuss risks arising from the legal system in China, including
risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that
the Chinese government may intervene or influence your operations at any time, or
may exert more control over offerings conducted overseas and/or foreign investment
in China-based issuers, which could result in a material change in your operations
and/or the value of the securities you are registering for sale. Acknowledge any risks
that any actions by the Chinese government to exert more oversight and control over
offerings that are conducted overseas and/or foreign investment in China-based
issuers could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless.
Risk Factors, page 11
Given the Chinese government’s significant oversight and discretion over the conduct
and operations of your business, please revise to describe any material impact that
intervention, influence, or control by the Chinese government has or may have on
your business or on the value of your securities. Highlight separately the risk that the
Chinese government may intervene or influence your operations at any time, which
could result in a material change in your operations and/or the value of your
securities. Also, given recent statements by the Chinese government indicating an
intent to exert more oversight and control over offerings that are conducted overseas
and/or foreign investment in China-based issuers, acknowledge the risk that any such
action could significantly limit or completely hinder your ability to offer or continue
to offer securities to investors and cause the value of such securities to significantly
decline or be worthless. We remind you that, pursuant to federal securities rules, the
term “control” (including the terms “controlling,” “controlled by,” and “under
common control with”) means “the possession, direct or indirect, of the power to
direct or cause the direction of the management and policies of a person, whether 4.

August 5, 2025
Page 3
through the ownership of voting securities, by contract, or otherwise.”
5.In light of recent events indicating greater oversight by the Cyberspace
Administration of China (CAC) over data security, particularly for companies seeking
to list on a foreign exchange, please revise your disclosure to explain how this
oversight impacts your business and your offering and to what extent you believe that
you are compliant with the regulations or policies that have been issued by the CAC
to date.
The Operating Entity uses artificial intelligence (AI) in its business..., page 19
6.We note that you use artificial intelligence in your solutions and your disclosure that
“the Operating Entity does not utilize open-source AI in its business as of the date of
this prospectus.” Please expand your disclosure to explain how AI is used in your
solutions, clarify the ownership of the proprietary algorithms used in your products,
including any related fees, and describe how you validate these algorithms and any
processes by which you attempt to mitigate algorithmic hallucinations.
Capitalization, page 41
7.Remove the brackets from the amounts in the Capitalization table and elsewhere in
your filing, such as in the dilution table and in the Business disclosures.
Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 44
8.We note you have significant users or customers based in Hong Kong, India,
Singapore, and Brazil. It appears the growth of your business and revenues depends
on retaining existing users and advertising customers, expanding sales to those users
and advertising customers, and attracting users and advertising customers. Please tell
us how you monitor user and advertising customer retention, expansion and growth. If
you consider these measures to be key performance measures that management
utilizes to evaluate your business operations, please revise to include relevant
disclosure for all periods presented. For example, in terms of users, disclose measures
such as average revenue per user (ARPU) and active user accounts, such as monthly
active users (MAUs ) and daily active users (DAUs). In terms of advertising
customers, disclose the performance measure you use to settle advertising revenue.
Refer to SEC Release No. 33-10751.
9.Please revise so that the presentation of financial information in tabular form reads
consistently from left to right in the same chronological order throughout the filing.
We refer you to the guidance in SAB Topic 11:E.
Operating Performance, page 45
10.We note advertising revenue is settled with advertising customers based on certain
performance metrics. Please explain and quantify those performance metrics that
indicated the number and frequency of users watching advertisements increased.
11.In regard to your cost of revenues, please clarify which type of revenue product (for
example, functions of online chats or add-ons) increased in maturity and how maturity
lowered outsourcing development costs.

August 5, 2025
Page 4
Business
Products and Services, page 54
12.We note that the company’s apps include LivChat, BunchatLite, PeachU, Meeya,
Meeya Lite, Jogan Pro, MeetClub, BakBak, UpChat, HoldU Pro, Timo, and RealCall
and that these apps “are designed to enable users to seek, engage and facilitate
relationships with a global community.” Please clarify how these apps may be
distinguished from one another, including any differences in function, as well as the
business purpose for designing multiple similar apps.
Business Model
Our Customers, page 56
13.You state that for the fiscal year ended February 28, 2025, two customers
independently accounted for approximately 28% and 16% of total revenue,
respectively. Please disclose the material terms of any agreements with these
customers. To the extent that you do not have any agreements with the customers,
revise the risk factors to indicate that the customers could termination the relationship
at any time.
14.Please define "users" and disclose the total number of users for each period presented.
 Also, to extent that users includes those who create free accounts, separately disclose
the number of users who pay for the function of the online chat or add-ons to access
premium features.
Report of Independent Registered Public Accounting Firm, page F-2
15.Please have your public accounting firm remove the brackets from the date of their
report.
Consolidated Financial Statements
Consolidated Statements of Operations, page F-4
16.Please round net (loss) income per share to the nearest cent in order to not imply a
greater degree of precision than exits.
1. Organization and Principal Activities
(b) Restructuring, page F-7
17.We note the Company was incorporated on May 6, 2025. Since the Company was not
in existence as of the balance sheet date, a consolidated financial statement
presentation is precluded. Please provide the financial statements of Mobclick
Technology (HK) Limited in lieu of consolidated financial statements of EvoNexus
Group Ltd.
2. Summary of Significant Accounting Policies
(d) Functional currency and foreign currency transactions, page F-8
We note you conduct a majority of your operations in Hong Kong and your revenues
were mainly generated in Hong Kong, India, Singapore and Brazil. Substantially all of
your assets are located in Hong Kong and your bank accounts are primarily
with licensed banks in Hong Kong. In light of these facts, explain to us the basis for 18.

August 5, 2025
Page 5
your conclusion that your functional currency is the United States dollar and not the
Hong Kong dollar. We refer you to the guidance in ASC 830-10-45-2 and ASC 830-
10-55-5.
(j) Revenue recognition, page F-11
19.Your disaggregation of revenue between User recharge, Advertising services, and
Others is based on type. Please clarify whether you consider User recharge "enhanced
chat functionalities" to be a product or service. To the extent such premium add-ons
and functionalities are products and greater than 10% of total revenue, separately
present revenue and the related cost of revenues from product and services on the face
of your consolidated statement of operations. Refer to Rule 5-03.1 and 5-03.2
of Regulation S-X.
20.Please expand your advertising revenue recognition policy disclosure to explain in
sufficient detail:
•How transaction prices are determined. If fees are not fixed, tell us what they are
based on, such as impressions or clicks.
•Significant terms of these contracts with customers, such as the duration of these
contracts and typical billing and payment terms.
•How point in time recognition of revenue is an appropriate measure of satisfaction
of the performance obligation.
Note 12. Subsequent Events, page F-21
21.Please revise to disclose the specific date through which subsequent events have been
evaluated in accordance with ASC 855-10-50-1(a).
General
22.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 communication.
            Please contact Anastasia Kaluzienski at 202-551-3685 or Robert Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements and related
matters. Please contact Alexandra Barone at 202-551-8816 or Jan Woo at 202-551-3453 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Ying Li, Esq.