SecProbe.io

CORRESP
1
filename1.htm

November
20, 2024

Via
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Energy & Transportation

Washington,
D.C. 20549

    Re:
    Vantage
    Corp (the “Company”)

    Registration
    Statement on Form F-1

    Filed
    October 9, 2024

    File
    No. 333-282566

Dear
SEC Officers:

We
hereby provide a response to the comments issued in a letter dated November 5, 2024 (the “Staff’s Letter”) regarding
the Company’s Registration Statement on Form F-1 (the “Registration Statement”). Contemporaneously, we are publicly
filing the Amendment No. 1 to Registration Statement via Edgar (the “Amended F-1”).

In
order to facilitate the review by the Commission’s staff (the “Staff”) of the Amended F-1, we have responded to the
comments set forth in the Staff’s Letter on a point-by-point basis. The numbered paragraphs set forth below respond to the Staff’s
comments and correspond to the numbered paragraph in the Staff’s Letter.

Registration
Statement on Form F-1 filed October 9, 2024

Prospectus
Summary

Our
Corporate Structure and History, page 5

    1.
    The
    organizational structure of Vantage Singapore presented on page 6 shows that five shareholders each owns 14.55% of Vantage Singapore
    and 27.25% is owned by minority shareholders. Reconcile these percentages with the “Acting-in-concert Deed of Confirmation
    by and among the Majority Shareholders” that was entered into on September 20, 2024 and filed on Exhibit 10.2 which states
    that the five shareholders each own 20% of Vantage Singapore.

    Response:
    The Company respectfully advises the Staff that there were shareholding changes among the shareholders of Vantage Singapore subsequent
    to the signing of the Acting-in-concert Deed of Confirmation. The most update shareholdings were accurately disclosed in the Amended
    F-1.

Financial
Statements, page F-1

    2.
    We
    note your response to prior comment 5 and refer you to comment 9 in our July 23, 2024 comment letter. Your next amendment must include
    audited financial statements of the registrant, Vantage Corp., to comply with Item 4 of Form F-1 and Item 8 of Form 20-F. We suggest
    that you contact us by telephone in advance of filing your next amendment if you require further guidance concerning this requirement.

    Response:
    The Company respectfully advises the Staff that audited financial statements of the registrant, Vantage Corp, were included in
    the Amended F-1 starting from page F-27.

Notes
to the Consolidated Financial Statements

1.
Organization and Principal Activities

Reorganization,
page F-7

    3.
    We
    note that in response to prior comment 7 you identify five individuals as a control group for Vantage Singapore, and only one of
    those individuals as having control over Vantage Dubai, notwithstanding the ten percent interests held by two additional members
    of the control group.

    Since
    the same group of individuals do not similarly share control over Vantage Dubai, presenting combined financial statements as if the
    entities had been under common control, would not be appropriate. As such, the combined financial statements currently presented
    should be replaced with separate audited financial statements of Vantage Singapore and Vantage Dubai, covering the most recently
    completed two fiscal years for Vantage Singapore, and the period from the date of formation through the end of the most recently
    completed fiscal year for Vantage Dubai.

    Please
    revise disclosures throughout the filing as necessary to reflect this distinction, including disclosures on page F-7 to clarify that
    there are five individuals that comprise the control group for Vantage Singapore, rather than three shareholders as presently reported.

    Please
    also expand the disclosures within or adjacent to the various organization charts to identify the individuals or entities involved
    in forming Vantage Corp. and Vantage (BVI) Corporation on April 2, 2024, and who will be holding those interests until the reorganization
    occurs.

    Response:
    The Company respectfully advises the Staff that the five individual shareholders have entered into another acting-in-concert
    deed of confirmation dated November 18, 2024, pursuant to which they confirmed and agreed that they have been acting in concert with
    one another in respect of all major affairs concerning Vantage Singapore and Vantage Dubai since they became interested in and possessed
    voting rights in Vantage Singapore and Vantage Dubai, including during the period comprising the two financial years ended March
    31, 2023 and March 31, 2024. Therefore, the Company believes that Vantage Singapore and Vantage Dubai have all along been under common
    control and separate financial statements are not necessary.

    Pages
    6 and 45 of the Amended F-1 have been revised to include organization charts to identify the individuals or entities involved in
    forming Vantage Corp. and Vantage (BVI) Corporation.

General

    4.
    As
    you will need to present separate financial statements for Vantage Singapore and Vantage Dubai, you will also need to present pro
    forma financial statements to illustrate the reorganization and offering proceeds, to the extent of the firm commitment, in accordance
    with Article 11 of Regulation S-X. With regard to the accounting that may apply to the contribution of Vantage Dubai, please refer
    to and address the guidance in SAB Topic 5:G.

    Response:
    The Company respectfully advises the Staff that separate financial statements for Vantage Singapore and Vantage Dubai are not
    necessary, based on the reasons described in the response to comment 3 above.

Please
reach Lawrence Venick, the Company’s outside counsel at +852.5600.0188 if you would like additional information with respect to
any of the foregoing. Thank you.

Sincerely,

    /s/
    Andresian D’Rozario

    Andresian
    D’Rozario

    Vantage
    Corp

    Chief
    Executive Officer

    Encl.