SecProbe.io

December 5, 2024
Michael Sabel
Chief Executive Officer
Venture Global, Inc.
1001 19th Street North, Suite 1500
Arlington, VA, 22209
Re:Venture Global, Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted November 18, 2024
CIK No. 0002007855
Dear Michael Sabel:
            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 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 October 17, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form S-1
Use of Proceeds, page 99
1.We note your response to prior comment 1 that you are currently unable to estimate
the approximate anticipated percentage of the net proceeds from the offering you will
allocate to each of the items disclosed in your Use of Proceeds section, and to the
extent you are able to make such estimates prior to the offering, you will update the
disclosure in your prospectus. If you do not have a current specific plan for the
proceeds of this offering, please state this explicitly and discuss how you determined
the size of the offering. Refer generally to Item 504 of Regulation S-K.

December 5, 2024
Page 2
Dividend Policy, page 100
2.We note your disclosure indicating your board of directors declared a $160 million
dividend, to be paid over four quarters, and stating that the initial $40 million payment
was made on September 30, 2024. However, while you indicate that investors in the
offering will not receive any portion of the initial payment, you disclose that the
intended recipients of the $120 million balance include both Class A and Class B
common shareholders as of a record date that is yet to be determined.

Please modify this disclosure as necessary to clarify whether purchasers of shares in
the offering should expect to participate in the remaining $120 million accrued
dividend, and if this is the case, also explain to us your rationale of correlating the
board action and resulting obligation with future investors. Given that you had no
Class B common shareholders as of September 30, 2024, please similarly explain how
the board has declared a dividend that is payable to investors that do not yet exist.
With regard to either of these scenarios, considering that dividends are generally
regarded as a return on or of capital, and that future investors have not yet provided
capital, it should be clear how in your view the board action and resulting obligation
reconciles conceptually with the general character of dividends.

Please expand your disclosures in Note 14 on page F-19 to identify the line items
utilized for your presentation of the dividend liability and the dividend payment in the
balance sheet and cash flow statement, and expand your discussion of financing cash
flows on page 144 to include commentary on the effects of the dividend.
Management's Discussion and Analysis
Contractual Obligations, page 137
3.We note that you have excluded quantification of payments that will accrue on the
$3.0 billion of VGLNG Series A preferred shares from your tabulation of the debt and
interest expense obligations of VGLNG on page 138, as you have expressed in
footnote (2).  Please expand this disclosure to include quantification of annual
payments that will accrue for an indefinate period on these instruments, and to
reference the corresponding commentary on page 141.
LNG Industry Overview, page 154
4.We note this section includes numerous projections from third party sources. Please
revise to add prominent disclosure in this section emphasizing the prospective
nature of these growth rates.

December 5, 2024
Page 3
            Please contact Joseph Klinko at 202-551-3824 or Karl Hiller at 202-551-3686 if you
have questions regarding comments on the financial statements and related matters. Please
contact Michael Purcell at 202-551-5351 or Irene Barberena-Meissner at 202-551-6548 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Energy & Transportation
cc:Marcel Fausten