United States securities and exchange commission logo

                              December 21, 2020

       Zak Calisto
       Chief Executive Officer
       Karooooo Pte. Ltd.
       10 Anson Road #12-14
       International Plaza
       Singapore 079903

                                                        Re: Karooooo Pte. Ltd.
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted November
25, 2020
                                                            CIK No. 0001828102

       Dear Mr. Calisto:

              We have reviewed your draft 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 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 our comments apply to your facts and
circumstances or do not
       believe an amendment is appropriate, please tell us why in your

             After reviewing the information you provide in response to these
comments and your
       amended draft registration statement or filed registration statement, we
may have additional

       Draft Registration Statement on Form F-1 Submitted November 25, 2020

       Summary, page 1

   1.                                                   Provide the basis for
your assertion that you are a leading global provider of real-time
                                                        mobility data analytics
solutions for smart transportation.
   2.                                                   Please disclose the
date as of which you supported more than 1.2 million subscribers.
       Summary Financial and Other Information, page 11

   3.                                                   Please revise here and
on page 57 to disclose the actual basic and diluted earnings per
                                                        share as presented on
page F-47.
 Zak Calisto
FirstName  LastNameZak  Calisto
Karooooo Pte. Ltd.
December   NameKarooooo
              2020        Pte. Ltd.
Page 2    21, 2020 Page 2
FirstName LastName
Risk Factors
Risks Relating to Our Business and Operations
We may not be able to add new subscribers   , page 15

4.       Please disclose the average length of your sales cycle for your
medium-sized business and
         large enterprises as compared to your consumer, sole proprietor and
small business
Management's Discussion and Analysis of Financial Condition and Results of
Key Business Metrics
Adjusted Earnings Before Interest Depreciation Taxation and Amortization (
EBITDA   ), page 65

5.       We note your non-IFRS measure Adjusted EBITDA excludes the
amortization of
         capitalized commission costs. Tell us how you considered Question
100.01 of the Non-
         GAAP Compliance and Disclosure Interpretations as sales commissions
appear to be a
         normal, recurring cash operating expense necessary to operate your
Free Cash Flow and Free Cash Flow Margin, page 66

6.       Revise here and throughout the filing to disclose the comparable IFRS
measure for free
         cash flow margin. Refer to Item 10(e)(1)(i)(A) of Regulation S-K.
Overview, page 81

7.       Please disclose any material assumptions and limitations associated
with your estimate of
         your total addressable market as addressed in the Allied Market
Research report. Please
         also balance your disclosure in this section by disclosing the size
and potential growth of
         these markets in South Africa where you conduct the substantial
majority of your
Principal and Selling Shareholder, page 111

8.       Please disclose any significant change in the percentage ownership
held by any major
         shareholders during the past three years and the portion of each class
of securities held in
         the United States and the number of record holders in the United
States. Refer to Items
         7.A.1(b) and 7.A.2 of Form 20-F.
Notes to the Consolidated Financial Statements
2.2 Accounting policies
q) Revenue
Subscription revenues, page F-19

9.       We note that non-refundable amounts received at the inception of the
contract and
 Zak Calisto
Karooooo Pte. Ltd.
December 21, 2020
Page 3
      revenues from certain customers that have paid for the service upfront
(page F-33) are
      recognized over the expected term of the customer relationship. Please
tell us your basis
      for recognizing these revenues over the expected term of the customer
relationship and
      refer to the authoritative accounting guidance you relied upon.
Dealership fitments, page F-20

10.   We note that units that are installed into dealership vehicles are
classified as inventory.
      Please explain your basis for classification as inventory considering
that, like your other
      devices, ownership of the device remains with the group. Refer to the
      guidance that supports your classification.
17. Amounts received in advance, page F-33

11.   Revise to disclose the aggregate amount of the transaction price
allocated to the
      performance obligations that are unsatisfied as of the end of the
reporting period and when
      you expect to recognize these amounts as revenue. Refer to paragraph 120
of IFRS 15.
36. Subsequent Events, page F-48

12.   Please tell us your consideration of including pro forma per share data
giving effect to the
      number of common shares whose proceeds would be necessary to pay the May
      November dividends in excess of the current year  s earnings. Refer to
SAB Topic 1:B.3.
      Similar concerns also apply to the Summary and Selected Financial and

13.   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.
        You may contact David Edgar, Staff Accountant, at (202) 551-3459 or
Dietz, Senior Staff Accountant, at (202) 551-3408 if you have questions
regarding comments on
the financial statements and related matters. Please contact Jeff Kauten, Staff
Attorney, at
(202) 551-3447 or Larry Spirgel, Office Chief, at (202) 551-3815 with any other

FirstName LastNameZak Calisto
                                                             Division of
Corporation Finance
Comapany NameKarooooo Pte. Ltd.
                                                             Office of
December 21, 2020 Page 3
cc:       Roshni Cariello
FirstName LastName