SecProbe.io

CORRESP
1
filename1.htm

January
6, 2025

Via
Edgar Transmission

Ms.
Jenna Hough / Mr. Erin Jaskot

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

    Re:
    Zenta
                                            Group Co Ltd

    Amendment
    No. 3 to Draft Registration Statement on Form F-1

    Submitted
    October 25, 2024

    CIK
    No. 0002011458

Dear
Ms. Hough / Ms. Jaskot:

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated November 19, 2024 from the
Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Draft Registration Statement on Form F-1 (the “Form F-1”).

For
the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set
out immediately underneath such comment.

Amendment
No. 3 to Draft Registration Statement filed October 25, 2024

Capitalization,
page 38

1. Please
                                            revise to include cash and cash equivalents and consider a double underline to highlight
                                            that these amounts are not included in total capitalization. In addition, tell us your consideration
                                            of including amounts due to a related party in total capitalization.

Response:
We respectfully advise the Staff that we have amended the disclosure on page 40.

Financial
Statements, page F-1

2. We
                                            note that your registration statement is an initial public offering, and the current audited
                                            financial statements are older than 12 months. Please clarify how you complied with the requirements
                                            of paragraph A(4) of Item 8 of Form 20-F. Revise to either update your audited financial
                                            statements or include the relevant representation as allowed under Step 2 of the Instructions
                                            to Item 8.A.4 of Form 20-F.

Response:
We respectfully advise the Staff that we have included the relevant representation under Step 2 of the Instructions to Item 8.A.4
of Form 20-F.

General

3. On
                                            the cover page of the Resale Prospectus you note that “prior to this Offering, there
                                            has been no public market for our Ordinary Shares...” and you provide an estimate of
                                            the initial public offering price. However, your disclosure indicates that the Selling Shareholders
                                            will not offer the resale shares until completion of the initial public offering and the
                                            successful listing of your shares on Nasdaq. Given that this prospectus will be used for
                                            the resale offering, please revise to reflect that the offering will take place after completion
                                            of the initial public offering and include a placeholder for the initial public offering
                                            price as well as the most recent trading price and confirm that you will include such information
                                            in the Rule 424(b) prospectus filed in connection with this resale offering. We also note
                                            that the Plan of Distribution indicates that the Selling Shareholders can sell their shares
                                            “on any stock exchange” and sales may be at “fixed” prices, which
                                            appears to conflict with your disclosure that the Selling Shareholders will sell at market
                                            prices or privately negotiated prices. Please clarify and revise as appropriate.

Response:
We respectfully advise the Staff that we have removed the Resale Prospectus and related disclosure throughout the prospectus.

4. Please
                                            revise the cover page of the Resale Prospectus to include the China-based issuer disclosure
                                            that is provided on the front cover page of the Public Offering Prospectus.

Response:
We respectfully advise the Staff that we have removed the Resale Prospectus and related disclosure throughout the prospectus.

5. The
                                            Prospectus Summary included in the Resale Prospectus references the Public Offering Prospectus
                                            and some of the disclosure is not applicable to the Resale Offering. For example, in the
                                            lead-in paragraph to the Overview, the disclosure references the Public Offering Prospectus,
                                            and the disclosure under “Corporate History and Structure” and the number of
                                            ordinary shares outstanding before the offering all appear to relate to the initial public
                                            offering. Please revise.

Response:
We respectfully advise the Staff that we have removed the Resale Prospectus and related disclosure throughout the prospectus.

*
* *

Please
contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

    Direct
    Dial: +852.3923.1188

    Email:
    lvenick@loeb.com