SecProbe.io

February 18, 2025
Qiaojun Lai
Chief Executive Officer
Collab Z Inc.
29 Orinda Way, Unit 2060
Orinda, CA 94563
Re:Collab Z Inc.
Draft Registration Statement on Form S-1
Submitted January 22, 2025
CIK No. 0002050338
Dear Qiaojun Lai:
            We have reviewed your draft registration statement and have the following comments.
            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.
Draft Registration Statement on Form S-1
Cover page
1.Please revise to state that in addition to the initial public offering, you are also
registering shares to be sold by selling shareholders pursuant to a separate prospectus.
Give the number of shares being registered for resale here, in the summary and in the
risk factor entitled "Future sales of our securities may affect the market price of our
securities" on page 25.
Our Solution, page 1
Please provide additional summary disclosure here, with more detailed disclosure in
the Business section, describing what the AI-enhanced property management platform
does or will do, how it achieves the objectives discussed, and why it is necessary or 2.

February 18, 2025
Page 2
advantageous over traditional methods of property management for the company and
for tenants. For example, explain how it allows tenants to earn income, develop skills,
improve living conditions and enhance social interactions, as referred to on page
43, and disclose what property management tasks it connects them to. Explain why
tenants would prefer to engage in property managements tasks themselves, as opposed
to having tasks carried out by professional property managers.
Prospectus Summary
Overview, page 1
3.We note your statements that as you expand, your Collab Platform will "continue to
lead the shift towards a more connected and engaged property management
ecosystem" and that your company is at the "forefront of the PropTech industry," as
well as disclosure on page 42 that Collab Z "leads the PropTech industry with its
pioneering Collab Platform." It is unclear from your disclosure the basis for these
statements or measures by which you "lead" or will "continue to lead," or are "at the
forefront of the PropTech industry." Further, we note risk factor disclosure in which
you state that your competitors include some major public companies and companies
with significantly greater technical resources and superior expertise in research and
development. Please revise to state the basis for and measures supporting these and
similar statements here and throughout the prospectus.
4.Please revise to include summary disclosure regarding your EB-5 Immigration
Investor Services, Renovation Management, Procurement and Development and
Construction Management businesses. To the extent that you intend to shift your
focus away from these activities in the future, please disclose this as well, and provide
more detailed disclosure in the Business section.
5.Disclose that the majority of your revenue is derived from related parties, and briefly
describe the nature of your relationship with the parties and the arrangements with
such parties. Provide more detailed disclosure in the Business section.
Recent Developments, page 2
6.Please explain how the issuance of 4,550,500 shares of common stock remedied a
structural error that caused you to cancel 4,519,500 of the 5,060,391 shares privately
placed in September 2024. Please also reconcile disclosure that you issued the
4,550,500 shares of common stock to YRQ Irrevocable Trust in the Share Exchange
which in turn assigned 1,838,000 shares to its beneficiaries with disclosure on page II-
3 that you issued these shares to your current shareholders.
Implications of Being an Emerging Growth Company, page 5
7.We note your disclosure regarding your election to take advantage of an extended
transition period for complying with new or revised accounting standards is
inconsistent throughout your filing. For example, you have indicated that you will
take advantage of this exemption on pages 5 and Alt-5 and you have not checked the
applicable box on the cover page; however, you have indicated that you will not avail
yourselves of this extended transition period on page 41. Please revise your filing for
consistency.

February 18, 2025
Page 3
Lock-up, page 6
8.Disclosure here and in the risk factor "A substantial portion of the outstanding shares
of our common stock . . ." on page 25 indicates that parties to the lock-up agreement
include officers, directors and holders of 5% or more of your outstanding common
stock; however disclosure in the risk factor "Future sales of our securities . . ." on page
25 states that the selling shareholders are not subject to the lock-up. Assuming that
any of your officers, directors or 5% or greater shareholders are also selling
shareholders, please revise to reconcile this inconsistency. Please also revise
disclosure on page 61 to clarify that officers, directors and 5% or greater shareholders
are also parties to lock-up agreements.
Risk Factors, page 8
9.We note disclosure in note 2 to your audited financial statements that they have been
prepared on a going concern basis and that the company is heavily reliant on related
parties as its primary revenue and cash flow sources and has historically generated
revenues from sources that may not be recurring. Please include appropriate risk
factor disclosure.
10.Include risk factor disclosure addressing any material risks to your business,
operations, and financial condition in connection with your development and use of
products and services using artificial intelligence technology.
The market price, trading volume and volatility . . . , page 23
11.We note your disclosures elsewhere in the prospectus that you have applied for listing
of your common shares on Nasdaq. However, we note on page 23 your intention to
list on NYSE American. Please reconcile conflicting information.
Capitalization, page 31
12.We note your disclosure on page 6 that you have agreed to issue to the representatives
of the underwriters or their designees at the closing of the offering, warrants (the
"Representative Warrants") to purchase the number of shares of your common stock
equal to 4% of the aggregate number of shares sold in this offering. Please expand
your disclosures in your filing to disclose the anticipated accounting treatment related
to the issuance of such warrants at inception including whether the Company
anticipates recognizing an expense for such warrants, the amount of such expense, if
any, and any subsequent accounting and classification. Please ensure your response
and disclosures cite all applicable accounting guidance relied on in arriving at
the accounting determination including how the Company considered the guidance in
ASC 718 and ASC 815-40.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Certain Key Factors Affecting Our Performance, page 34
We note your disclosure that a number of factors present opportunities, challenges and
risks that may impact your operations, as well as disclosure on page 9 that you track
certain operational metrics. Please include a discussion of trends, events and
uncertainties that may impact your liquidity or results of operations, and describe any 13.

February 18, 2025
Page 4
key metrics relied upon by management when assessing the performance of your
business in MD&A. Please see Item 303 of Regulation S-K.
Future Equity Obligations, page 38
14.Please describe the terms of the SAFE agreement in more detail. For example, state
whether the offering you are registering constitutes a triggering event for the SAFE's
conversion to equity and state the number of shares that will be issued, as well as any
material conditions to the conversion. Also clarify how the issuance of shares
pursuant to the SAFE affects references to the number of shares outstanding
throughout the prospectus, and whether the investor should be included in the
beneficial ownership table on page 58 as a party with the right to acquire 5% or more
of the company's outstanding shares at the time of the offering, or an officer or
director.
Off-Balance Sheet Arrangements, page 40
15.Please revise your filing to discuss your minimum rental guarantee within your
disclosure of your off-balance sheet arrangements, or tell us how you determined this
disclosure is unnecessary. Reference is made to Item 303 of Regulation S-K.
Business, page 42
16.We note your disclosure on page 47 that the Company oversees development and
construction projects. We also note on page 36 that the Company began new
renovation and development projects on certain properties. Please describe these
projects in greater detail, such as the type of project, the material terms of the
agreements relating to these projects, the anticipated completion dates, and any
material risks associated with these projects.
17.We note disclosure on page 50 that your AI capabilities are currently under
development.  Please disclose whether you intend to develop proprietary technology,
utilize open-source technology, or license the use of such technology developed by
third parties. If you are developing this technology, please elaborate on the current
state of your research and development of your platform. To the extent you intend to
license existing or future technologies or plan to utilize open-source technology,
please also revise your risk factors to address any related material risks.
Please explain the nature of the artificial intelligence you are developing or plan to use
and how it will be incorporated into your business. Explain how AI will change your
property management activities from how they are currently conducted using
traditional methods and the "Current Systems Features and Tools," including tools and
software connected by a series of APIs developed by Collab system engineers, as you
describe on page 44. For example, we note your statement that implementing AI-
enhanced workflow management significantly reduces operational costs, boosts
occupancy rates, optimizes rents and maximizes the increase in single-property value
for rental housing providers, but does not describe how it achieves these
improvements. You describe other benefits to tenants and professional service
providers, but it is again unclear exactly what the benefits are or how AI improves
upon your current systems and tools. Please provide more context and concrete 18.

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Page 5
examples, where appropriate, to help investors better understand these benefits and
what differentiates your property management services from other providers.
19.We note your references to the Resident Center app, Community Pros and
professional service providers. Please revise to explain what these are and how
they operate in the context of your business.
Current Systems Features and Tools, page 44
20.Please briefly explain what the Discord, Buildium, Retool and WebFlow Websites
tools are, how you use them and whether you subscribe or license them from third
parties. If they are material to your business and you have any agreement with third
parties for the use of these tools, please describe such agreements and file them as
exhibits to the registration statement.
Current Business Model, page 47
21.Please clarify whether the CollabZ platform or app will also be used in your
development, construction, renovation, procurement or EB-5 businesses. Also explain
how tenants conduct your leasing, vendor coordination and property management
services, as suggested in the paragraph entitled "Property Management Services."
Certain Relationships and Related Party Transactions, page 56
22.Please revise to provide the disclosures required by Item 404(d)(1) of Regulation S-K
up to the date of the prospectus, including the names of the related parties, the amount
involved and the material terms of the transactions. Also file these agreements as
exhibits. See Item 601(b)(10) of Regulation S-K.
Security Ownership of Certain Beneficial Owners and Management, page 58
23.Based on your disclosure on page 22, it appears that YRQ Irrevocable Trust will have
all 5,000 shares of your Series X Preferred Stock after the offering. Please revise your
table on page 58 to reflect this ownership in the columns for Series X Preferred Stock
after the offering, or advise.
24.Please disclose the address of your greater than five percent beneficial owners. See
Item 403(a) of Regulation S-K.
Shares Eligible for Future Sale, page 61
25.Please state the amount of shares that could be sold pursuant to Rule 144 and pursuant
to the registered resale offering, as required by Item 201(a)(2) of Regulation S-K.
Material U.S. Federal Income Tax Considerations, page 63
26.We note your statement on page 64, that the discussion is for general informational
purposes only. Please remove or revise this statement, as investors are entitled to rely
on your disclosure in the registration statement.
Experts, page 73
We note your disclosure on page 73 indicates that your auditors included an
explanatory paragraph regarding the company's going concern uncertainty. However, 27.

February 18, 2025
Page 6
it does not appear such explanatory paragraph is included in their report. Please advise
or revise.
Notes to the Consolidated Financial Statements
Note 1 - Nature of Operations, page F-8
28.We note your disclosure that the reorganization that resulted in Collab CA becoming a
direct wholly owned subsidiary of the Company is being treated as a reverse
acquisition and recapitalization effected by a unit-share exchange for financial
accounting and reporting purposes. We further note your disclosure on page F-9
which states the Company determined that the share exchange was a reorganization of
entities under common control. In order to better understand the Company's
determination please further clarify whether the Company has determined that the
reorganization and share exchange is being accounted for as a reverse acquisition and
recapitalization or a reorganization of entities under common control.
29.To the extent you determined the reorganization and share exchange is a
reorganization of entities under common control, please tell us and expand your
disclosures to detail the relationship between the Company and Collab CA. In this
regard, please clarify for us and in your filing your basis for determining that these
entities were under common control for the entire period for which financial
statements are presented through the date of the reorganization and share exchange.
Within your response, please reference the authoritative accounting literature
management relied upon.
30.To the extent the Company is accounting for the reorganization and share exchange as
a reverse merger and recapitalization, please tell us how the Company determined it
was unnecessary to provide audited stand alone financial statements of Collab Z Inc.
prior to the reorganization and share exchange.
Note 9 - Commitments and Contingencies
Minimum Rental Guarantee, page F-19
31.Please revise your filing to include the applicable disclosures required by ASC 460-
10-50 regarding your minimum rental guarantee, or advise. Your revised disclosures
should include, but not be limited to, the maximum potential amount of future
payments (undiscounted) that you could be required to make under the guarantee.
Note 3 - Summary of Significant Accounting Policies
Principles of Consolidation, page F-9
32.We note your disclosure that Collab Living is 50% owned by Collab CA, and