United States securities and exchange commission logo
October 1, 2020
Iurii Abramovici
President
Incordex Corp.
6 Rosemary Way
Nuneaton, United Kingdom CV10 7ST
Re: Incordex Corp.
Registration
Statement on Form S-1
Filed September 4,
2020
File No. 333-248609
Dear Mr. Abramovici:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1
Because our web site platform will not patent protected..., page 9
1. You state that your
website platform "allows personal trainers to be connected with
customers around the
world." Please explain the relevance of this statement.
Dilution, page 16
2. Please revise the
discussion and table to begin with your historical net tangible book value
per share. You should
then include a line item attributable to the pro forma adjustments to
arrive at pro forma net
tangible book value per share. Refer to Item 506 of Regulation S-
K.
Iurii Abramovici
FirstName LastNameIurii Abramovici
Incordex Corp.
Comapany
October NameIncordex Corp.
1, 2020
October
Page 2 1, 2020 Page 2
FirstName LastName
Description of Business, page 20
3. It appears that you may be a shell company as defined in Securities
Act Rule 405, because
you have no or nominal assets (or assets consisting solely of cash or
cash equivalents),
and you have no or nominal operations. Accordingly, please revise your
prospectus,
including the cover page and prospectus summary, to disclose that you
are a shell
company; please further disclose in appropriate places, including the
Risk Factors section,
the consequences, challenges and risks of that status and the
potential reduced liquidity or
illiquidity of your securities. If you do not believe you are a shell
company, please provide
us with your legal analysis in support of your belief.
4. We note that you plan to employ freelancers to provide your
handwriting services. Please
augment your discussion to describe how you will recruit your
freelancers and the terms
of the agreement, if any, under which you will employ them.
Government Regulation, page 21
5. We note your brief discussion of Government regulation. To the extent
material, please
discuss the effect of existing or probable U.K. regulations on your
proposed business,
including applicable regulations relating to data protection, consumer
protection and
freelance employment.
Limited Operating History; Need for Additional Capital, page 23
6. You state that during the period from June 12, 2020 to June 30, 2020,
you executed
service contracts. Please revise to indicate the number of service
contracts and the amount
of such service contracts, including when you plan to provide services
and recognize
revenue from such contracts.
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.
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.
Iurii Abramovici
Incordex Corp.
October 1, 2020
Page 3
You may contact Keira Nakada at 202-551-3959 or Theresa Brillant at
202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Erin Jaskot at 202-551-3442 with any
other
questions.
FirstName LastNameIurii Abramovici Sincerely,
Comapany NameIncordex Corp.
Division of
Corporation Finance
October 1, 2020 Page 3 Office of Trade &
Services
FirstName LastName