SecProbe.io

CORRESP
1
filename1.htm

December
19, 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”)

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

    Filed
    November 20, 2024

    File
    No. 333-282566

Dear
SEC Officers:

We
hereby provide a response to the comments issued in a letter dated December 17, 2024 (the “Staff’s Letter”) regarding
the Company’s Amendment No. 1 to Registration Statement on Form F-1 (the “Registration Statement”). Contemporaneously,
we are publicly filing the Amendment No. 2 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 November 20, 2024

Risk
Factors, page 10

    1.
    Please
    resolve the inconsistency between the estimated as adjusted net tangible book value of $0.70 per share cited in the first paragraph
    on page 17, and the corresponding figure of $0.63 per share shown in the dilution table on page 32.

    Response:
    The Company has revised the disclosure on page 17 of the Amended F-1 in response to the Staff’s comment.

Capitalization,
page 31

    2.
    Please
    revise your introductory points to more clearly describe the pro forma, and the pro forma as adjusted scenarios, to include a description
    of the adjustments reflected therein. For example, we understand that your pro forma scenario would reflect adjustments associated
    with the reorganization, and that your pro forma as adjusted scenario would also reflect adjustments associated with the offering.

    Please
    also modify the “Adjusted Pro Forma “ column label to read “Pro Forma As Adjusted” so that this will align
    with your references to this scenario, and revise your line item notations as necessary to reflect information for each of the actual,
    pro forma, and pro forma as adjusted scenarios.

    For
    example, it appears that your description of ordinary shares should indicate there was just one share outstanding on an actual basis
    (based on your audited financial statements), 28,000,000 shares outstanding on a pro forma basis (reflecting the reorganization),
    and 31,250,000 shares outstanding on a pro forma as adjusted basis (reflecting both the reorganization and the initial public offering).

    Response:
    The Company has revised the disclosure on page 31 of the Amended F-1 in response to the Staff’s comment.

Management

Executive
Officers and Directors, page 64

    3.
    Please
    revise the biographical information provided for your director nominee, Jensen Per Juul, to describe his business experience during
    the past five years. Refer to Item 401(e) of Regulation S-K.

    Response:
    The Company has revised the disclosure on page 64 of the Amended F-1 in response to the Staff’s comment.

Financial
Statements, page F-1

    4.
    We
    note that you have appropriately identified the financial statements and related notes on pages F-3 through F-26 as combined financial
    statements, and notes to combined financial statements, and on page F-8 you have identified the two entities for which the accounts
    have been combined in this presentation as Vantage Shipbrokers Pte. Ltd. (Singapore) and Vantage Nexus Commercial Brokers Co. L.L.C.
    (Dubai).

    As
    such, the labeling that you have included on pages F-3 through F-7, identifying the financial statements as “Vantage Corp and
    its Subsidiaries” is not consistent as it refers to the entity to which the operations are intended to be contributed, and
    it implies a parent-subsidiary relationship and consolidated financial presentation.

    Therefore,
    it appears that you should replace the labels “Vantage Corp and its Subsidiaries” on pages F-3 through F-7, and any corresponding
    references to these financial statements elsewhere in the filing, with “Vantage Shipbrokers Pte. Ltd. (Singapore) and Vantage
    Nexus Commercial Brokers Co L.L.C. (Dubai).” Please also ask your auditors to similarly revise the references to these financial
    statements in the audit opinion on page F-2, and in the auditor consent at Exhibit 23.1.

    Response:
    The Company has revised the disclosures throughout the F-pages of the Amended F-1 in response to the Staff’s comment. The
    references to the financial statements in the audit opinion on page F-2, and in the auditor consent at Exhibit 23.1 were also revised
    accordingly.

General

    5.
    We
    understand from your disclosure on page II-1 that you may have completed the reorganization on October 15, 2024, with the issuance
    of 7,633,620 Class A Ordinary Shares and 20,366,379 Class B Ordinary Shares to the shareholders of Vantage BVI (including Ho Ying
    Keat Lowell, Andresian D’Rozario, Francis Junior James, Randy Yong Choon Hong, and Quah Choong Hua, and other shareholders).

    Unless
    there are other aspects of the reorganization that are yet to occur, it appears that you woud need to revise disclosures throughout
    your filing to clearly convey that the reorganization occurred on October 15, 2024, or to otherwise provide an update regarding the
    status of the reorganization.

    As
    part of your revisions, please update the reorganization disclosure on page F-7 and your capitalization disclosure on page 31. In
    addition, please clarify how the Class A and Class B Ordinary Shares were apportioned among the minority shareholders and the five
    principal shareholders listed above.

    Response:
    The Company has revised the disclosures on the cover page and pages 5, 31, 44, F-7 and F-8 of the Amended F-1 in response to
    the Staff’s comment to clarify that the Reorganization has been completed in November 2024.

    The
    Company respectfully advises the Staff that the Ordinary Shares were allocated pro rata based on each shareholder’s previous
    holdings in Vantage BVI, such that post-Reorganization (but pre-IPO), the percentage ownership of each shareholder in the Company
    is the same as their previous holding in Vantage BVI. Holders of Class A Ordinary Shares are entitled to one vote per share, while
    holders of Class B Ordinary Shares are entitled to ten votes per share. Given that the five principal shareholders, who are also
    the founders and senior management of the Group, have been managing the Group since its inception, the Company believes it is in
    its best interest to grant them greater voting power. Therefore, the five principal shareholders received Class B Ordinary Shares,
    while the minority shareholders, being passive investors, received Class A Ordinary Shares.  The Company has revised the disclosures
    on the page II-1 of the Amended F-1 to clarify accordingly.

Please
reach Lawrence Venick, the Company’s outside counsel at (310) 728-512 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.