SecProbe.io

July 12, 2024
Ng Wai Ian
Director, Chairman of the Board and Chief Executive Officer
Zenta Group Co Ltd
Avenida do Infante D. Henrique
No. 47-53A, Macau Square
8th Floor, Unit J
Macau 999078
Re:Zenta Group Co Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 14, 2024
CIK No. 0002011458
Dear Ng Wai Ian:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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
May 30, 2024 letter.
Amendment No. 1 to Draft Registration Statement filed June 14, 2024
Industry Overview, page 52
1.You note that the competitive landscape for the investment services industry includes
banks, securities companies and insurance companies. Please clarify whether you are
offering the types of services offered by these entities. Your disclosure in the prospectus
suggests that your focus is on specialized consulting for industrial parks.

July 12, 2024
Page 2
General
2.Where you discuss your investment consultation services business on page 69, and
elsewhere as appropriate, please revise to clearly indicate the type of investment
consultation services provided and the scope of current projects you have
undertaken. Your description of yourself as an investment advisor suggests that you make
securities investment recommendations, however your disclosure suggests that you
provide other services such as hiring and coordinating professionals and advising on
internal controls and risk management. To the extent your investment consultation
services relate to a specific type of investment or are more of a project-based consultation
service that sometimes includes investments, please make this clear and indicate the type
of investments on which you advise. Based on Note 3 to your financial statements, it
appears that the investment services relate to acquiring a stake in a specific project in an
industrial park. If all of your investment services and brokerage fees relate to this type of
investment, please make this clear in your disclosure. Indicate how you identify the
investment opportunities and whether they are the same projects as those you consult on
when generating project research fees, and disclose that all of your investment
consultation services to date have been provided to related parties, if true. Please also
indicate whether you are required to register under any applicable regulations given your
services as an investment advisor.
3.Please define the scope of the fintech business that you are developing and the specific
services you are providing. The term fintech implies many different types of services and
technology, as evidenced by your definition of fintech services on page 57, and it is
unclear which you are pursuing and how you will be involved. Also revise the description
of the fintech industry in your Industry Overview to focus on the particular type of fintech
that you are, or plan to be, involved in. Please also explain the type of services you will
provide pursuant to the business agreements entered into in January 2024, as the
disclosure says only that you will provide "fintech product and on-going services."
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lawrence Venick