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CORRESP
 1
 filename1.htm

 Vertical
Data Inc.

 1980
Festival Plaza Drive, Suite 300

 Las
Vegas, NV 89135

 March
20, 2025

 Kate
Beukenkamp

 U.S.
Securities & Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Vertical
 Data Inc.

 Registration
 Statement on Form S-1

 Filed
 January 10, 2025

 File
 No. 333-284187

 Dear
Ms. Beukenkamp:

 By
letter dated February 7, 2025, the staff (the " Staff ," " you " or " your ") of the
U.S. Securities & Exchange Commission (the " Commission ") provided Vertical Data Inc. (the " Company ,"
" we ," " us " or " our ") with its comments to the Company's Registration Statement
on Form S-1 filed January 10, 2025. We are in receipt of your letter and set forth below are the Company's responses to the Staff's
comments. For your convenience, the comments are listed below, followed by the Company's responses.

 Registration
Statement on Form S-1 Filed January 10, 2025

 Prospectus
Summary, page 1

 1. Please
 revise to include your revenue and net loss for the period presented in the prospectus.

 Response :
In response to the Staff's comments, the Company has filed Amendment No. 1 to Form S-1 on Form S-1/A today (the "S-1/A").
The S-1/A reflects, in the prospectus summary, revisions to include the Company's revenue and net loss for the
periods ended December 31, 2024 and September 30, 2024.

 Our
Industry Background and Market Opportunity, page 2

 2. Please
 revise your disclosure to state the name of each publication or research report referenced
 and name the CBRE publication you reference.

 Response:
 The S-1/A reflects citations to the sources referenced, including Statista and CBRE, two relied upon data platforms in the market.

 Our
Products and Suppliers, page 2

 3. Please
 revise your disclosure here and throughout your registration statement where appropriate
 to make clear the difference between your distribution agreements with suppliers versus your
 vendor agreements or otherwise reconcile these terms to refer consistently to the form of
 agreements in place. Further, please revise your risk factors section to discuss the risks
 associated with not having any distribution agreements in place with any of your suppliers
 as applicable.

 Response:
 The Company currently does not have any distribution agreements in place because it does not distribute on behalf of its vendors
and this is not a distributor. To provide further context regarding the Company's relationships with related
parties, the Company has also disclosed material information as it relates to sales agreements with a supplier under the section labeled
"Our Products and Suppliers" on page 2. Relevant
risk factors have been updated and added accordingly on page 12 as it relates to the Company's distribution agreements.

 Sales
and Marketing, page 3

 4. For
 context, please briefly revise your disclosure here and elsewhere as appropriate to reflect
 the number of sales representatives contracted as consultants as well and business development
 specialists involved in their respective business activities, or otherwise make clear the
 prospective nature of the activities described here. We note elsewhere in your registration
 statement that you disclose that you currently have one full-time employee and nine consultants.
 Additionally, please clarify whether your full-time employee and nine consultants include
 the "temporary and contract workers as well as [the] robust offshore team focused on
 operations, finance and administration" that you mention on page 5.

 Response: The
S-1/A reflects revised disclosure that clarifies the number of sales representatives and business development representatives,
with such revised disclosure also included in the Human Capital Resources section, referencing the core team of one (1)
full-time employee and fifteen (15) consultants, including the temporary and contract workers, as well as the offshore teams.

 There
are increased costs and regulations associated with operating a public company, page 11

 5. We
 note your statement that "[w]ith only three (3) officers and two (2) independent directors
 there will be no internal oversight to the Company's financial reporting, initially,
 except from the Company's outside auditors." Please revise to clarify whether
 your Chief Executive Officer and Chief Financial Officer have internal oversight over your
 financial reporting. Additionally, please revise to clarify the role of your outside auditors.

 Response:
 The Company's Chief Executive Officer and Chief Financial Officer each have internal oversight over financial
reporting. Further, the Company has also amended the disclosure to clarify that the role of its independent auditor (in an audit
of financial statements) is, in accordance with AS 1001.03 to (i) obtain reasonable assurance about whether the financial statements
are free of material misstatement, whether due to error or fraud" and (ii) issue an auditor's report that expresses
an opinion about whether the financial statements, taken as a whole, are presented fairly, in all material respects, in conformity with
the applicable financial reporting framework.

 Risk
Factors

 Risks
Related to Our Business

 Regional
government regulation could adversely affect our business…, page 13

 6. Please
 revise your discussion here to describe in greater detail the risks related to the applicable
 regulation at each of the foreign, federal, local, and regional levels. To the extent appropriate,
 please provide examples of each type of government regulation that could adversely impact
 your business. Revise the title of this risk factor to reflect that your discussion also
 encompasses foreign, federal, and local regulation as applicable. Additionally, please update
 the disclosure in your Business section to discuss the need for any governmental approval
 and effect of existing or probably governmental regulations on the business. Refer to Item
 101(h)(4)(viii) and (ix) of Regulation S-K.

 Response: The
S-1/A reflects revised disclosure regarding government regulation, clarifying that the Company is not required to
obtain any specific government approval for its product or services. The Company further does not anticipate that its business will
face any government regulation other than standard federal regulations. Please
refer to our risk factors on page 12-13. We believe that the revised disclosure complies with Item 101(h)(4)(viii) and (ix) of Regulation S-K.

 We
rely on a small number of key vendors in our supply chain…., page 14

 7. Please
 revise the discussion here to state directly that your reliance is currently limited to two
 vendors and revise to clarify throughout the prospectus where you state that you purchase
 from a "network of suppliers."

 Response:
 The S-1/A reflects revised disclosure clarifying the Company's reliance on two vendors and describing the Company's
Master Sales Agreement with another party.

 We
have not voluntarily implemented various corporate governance measures…, page 17

 8. Please
 revise your disclosure here to accurately describe the OTC and OTC Stock Market as over-the-counter
 quotation systems as opposed to national securities exchanges.

 Response:
 The S-1/A reflects revised disclosure describing the OTC quotation system in greater detail.

 Risks
Related to Our Industry

 The
interruption of the flow of products from suppliers could disrupt our supply chain, page 19

 9. We
 note your statements that you have experienced product constraints from suppliers for various
 reasons and separately, supply chain disruptions. In each instance, to the extent material,
 please revise to quantify the impact that the product constraints and the supply chain disruptions
 have had on your business.

 Response:
 In response to the Staff's comment, the Company has revised its disclosure to clarify this risk factor
to more accurately indicate the interruptions disrupting our business. The Company adds this discloser as a prospective
risk, rather than a historical one. The Company does not believe that the product constraints from suppliers and/or supply chain disruptions
are quantifiable. The Company further added clarification in the Business disclosures to properly address product constraints.]

 Risks
Related to Our Common Stock

 Upon
Completion of the offering stockholders will own a minority percentage of the Company's stock, page 22

 10.
 We note your statement that "Deven Soni, our CEO and
Trevor Koverko, a co- founder of the Company, own 25.8% and 25.1% of our outstanding common shares, respectively, or 50.9% on a combined
basis, and will continue to do so after the filing of this Registration Statement." However, we also note your disclosure in the
table on page 26 that each selling stockholder will own 0% of your common stock following the offering. Please revise for consistency.

 Response:
 The S-1/A includes revised disclosure, reflecting correction of such discrepancy, indicating that such persons are expected to
maintain such 50.9% combined ownership following the offering].

 Selling
Stockholders, page 25

 11.
 We note that you group non-executive and non-director stockholders
in a single line item, which comprise almost 60% of your offering. Please revise to identify each of the selling stockholders and any
material relationship such stockholders have with the company within the past three years. For example, we note your disclosure on page
22 that Trevor Koverko, a co-founder of the company, owns 25.1% of your outstanding common shares. Please revise to include Mr. Koverko
along with the other selling stockholders. Refer to Item 507 of Regulation S-K. Please also make changes in Part II, Item 15. Recent
Sales of Unregistered Securities and please name the persons or class of persons that comprise the "various individuals"
to whom you issued the 36,503,000. Refer to Item 701 of Regulation S-K.

 Response:
 The S-1/A includes an amended table on page 26 to include the entire list of 98 stockholders along with their material relationship
to the Company. The S-1/A also includes revisions to Part II, Item 15 to include a table with all the individuals that
received the 36,503,000 shares issued.

 Liquidity
and Capital Resources

 Going
Concern, page 31

 12.
 Please revise your disclosure here and elsewhere as appropriate
to discuss the "certain arrangements to raise additional capital" that you have entered into. We note your disclosure on
page 30 stating that you plan to continue to fund operations "through private equity" as well as cash generation from ongoing
business operations. To the extent that you have entered into any agreements, please summarize the material terms and file such agreements
as exhibits. Refer to Item 601(b)(10) of Regulation S- K.

 Response:
 The S-1/A includes disclosure regarding the $2.3 million raised through private offerings as of the date of the filing.
Further, the Company has also, in accordance with Item 601(b)(10) of Regulation S-K, filed such agreements as an exhibit to the filing.

 Available
Working Capital, Trends, and Uncertainties, page 33

 13.
 Please revise your disclosure here to briefly describe the
source(s) of the increase in your available cash from $427,722 as of September 30, 2024 to $1.5 million in cash disclosed as available
to fund your operations.

 Response: The increase in available cash was primarily attributable to proceeds from a private placement of our
securities. The S-1/A reflects revised disclosure to such effect.

 Business

 Reliance
on Management, page 35

 14.
 Please revise this section to align more directly with the
current structure of your senior management (i.e., you have one employee, who is your CEO, and your other two senior officers, the CFO
and Chief Sales Officer, serve in their respective capacities via consulting agreements).

 Response:
 The S-1/A reflects revised disclosure, describing the current structure of the Company's senior management: Deven
Soni, Chief Executive Officer; Christopher Creatura, Chief Financial Officer; and Christopher Johnson, Chief Sales Officer.

 Property,
page 37

 15.
 Please revise to disclose when your current lease expires and
whether you plan to renew your lease at the same terms or otherwise.

 Response:
 As such, lease is on a month-to-month basis and is not material to the Company's operations, this disclosure has been eliminated
in the S-1/A, pursuant to Item 102 of Regulation S-K (and corresponding instruction 2 to the item).

 Conflicts
of Interest, page 38

 16.
 Please revise this section to reflect the specific conflicts
of interest involving your senior management. In this light, we note your disclosure that identifies such conflicts under the risk factor
titled "We may have conflicts of interest" on page 18.

 Response:
 In response to the Staff's comment, we have revised the disclosure to clarify as appropriate. The Company discloses that
at times, certain directors and officers of the Company are also, or may become, involved with additional, fiduciary, contractual or
other obligations or duties to one or more other entities pursuant to which such officer or director is or will be required to present
a business combination opportunity to such entities. In such event, the Company intends to ensure there is no direct conflict of interest.

 Security
Ownership of Certain Beneficial Owners and Management, page 41

 17.
 For each entity listed in this table, identify the natural
person(s) with voting and/or dispositive control over the shares held by it. Consider the use of footnotes to the current tabular presentation.

 Response:
 The S-1/A reflects updates providing such further information as required.

 General

 18.
 We note that you seek to register 40,703,052 shares of common
stock, which based on your disclosure on page 26 constitutes all issued and outstanding shares of your common stock. Please tell us why
this transaction is not an indirect primary offering in which the selling shareholders are acting as conduits in a distribution to the
public and are therefore underwriters under Section 2(a)(11) of the Securities Act of 1933, selling on your behalf. Underwriters must
be identified in the prospectus as underwriters (not "may be deemed to be an ‘underwriter'"). In addition, as
underwriters conducting an indirect primary offering, the selling security holders would need to offer and sell their securities at a
fixed price for the duration of the offering; it would not be possible for them to sell at market prices later. Refer to Securities Act
Rule Compliance and Disclosure Interpretations Question 612.09.

 Response:
 We have considered the factors set forth in Securities Act Rule Compliance and Disclosure Interpretations ("C&DI")
612.09, regarding whether the Company's subject offering is really an indirect primary offering in which the selling stockholders
are acting as underwriters selling on behalf of an issuer. Based on the factors set forth in C&DI 612.09, the Company respectfully
submits that the selling stockholders are not acting as underwriters or otherwise as conduits for the Company and that the resale of
the shares of the Company's common stock to be registered by the Registration Statement (the "Shares") is not an indirect
primary offering being conducted by or on behalf of the Company.

 In
an effort to assist registrants in determining whether an offering by the selling stockholders may be characterized as a secondary offering
that is eligible to be made on a shelf basis under Rule 415(a)(1)(i), the Staff issued Interpretation 612.09 in its Securities Act Compliance
and Disclosure Interpretations ("C&DI 612.09"). C&DI 612.09 provides as follows:

 612.09.
It is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling stockholders are actually
underwriters selling on behalf of an issuer. Underwriter status may involve additio