SecProbe.io

May 7, 2025
Qiaojun Lai
Chief Executive Officer
Collab Z Inc.
29 Orinda Way, Unit 2060
Orinda, CA 94563
Re:Collab Z Inc.
Amendment No. 2 to Draft Registration Statement on Form S-1
Submitted April 25, 2025
CIK No. 0002050338
Dear Qiaojun Lai:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our April 8, 2025  letter.
Amendment No.2 to Draft Registration Statement on Form S-1 filed on April 25, 2025
Dilution, page 39
1.We note your capitalization table and disclosures on page 38 include the impact of
the 60,000 shares issued in March and April 2025 pursuant to the Joint Venture
Agreements, using a preliminary fair value of $2.00 per share on a pro forma basis.
Please tell us what consideration you gave to also including the impact of the issuance
of those shares in your pro forma net tangible book value per share in your dilution
calculations.

May 7, 2025
Page 2
Management's Discussion and Analysis ..., page 40
2.We acknowledge your response and revisions to prior comment 4. We note that one of
your key operational and financial metrics you use to manage your business and
gauge performance on page 42, is customer acquisition costs (CAC). We note that
to date, you have not tracked CAC in a standardized or reportable format across all
properties. However, on page 62 you state that "in managing assets over $72 million
over the past four years, Collab Z has accumulated a significant data repository." To
the extent that management has considered these metrics and related data would
enhance a reader's understanding of your financial condition, cash flows and other
changes in financial condition and results of operations, please revise to disclose any
quantitative data relating to several of these metrics in your discussion and analysis of
your financial condition or results of operations. Further, in your discussion on page
42 regarding Net Operating Income, it is unclear why you compare your NOI over
past two fiscal years to data regarding a long-term industry average as of November
2014. If you would like to compare your metric to an industry average, please update
this information to compare similar periods.
Shares Eligible for Future Sale, page 78
3.We note your response to prior comment 11, including disclosure on page 33 that you
have entered into market standoff agreements that restrict the sale of your shares of
common stock, and that the Local Members in your five joint ventures have agreed to
lock up all shares received in all equity issuances consummated prior to the date of the
offering for a period of at least 6 months. Please disclose these arrangements and the
number of shares affected under the subheading "Lock-Up Agreements" beginning on
page 79. Please also disclose these arrangements, identifying any of the Local
Members or joint ventures who are also selling shareholders, in the resale prospectus.
Notes to the Unaudited Condensed Consolidated Financial Statements
Note 1 - Nature of Operations, page F-7
4.We note your response to our prior comment 13 that the issuance of an aggregate of
5,060,391 shares of Collab Z's common stock in a private placement and subsequent
cancellation of 4,519,500 shares of common stock does not impact your analysis that
common ownership existed during the entire period that both Collab Z and Collab CA
were in existence. Please further elaborate on your response to clearly explain why the
issuance of the shares in the private placement and subsequent cancellation did not
impact your analysis that common ownership existed during the entire period that
both Collab Z and Collab CA were in existence. In that regard, please ensure your
response clarifies whether the shares issued in the private placement from the period
of issuance until cancellation resulted in the majority of the shares being owned by
parties other than the founder and Chairman of the Company. To the extent there was
a period of time where the founder and Chairman of the Company did not own the
majority of the shares, please tell us how you determined there was common control.

May 7, 2025
Page 3
Note 3 - Summary of Significant Accounting Policies
Revenue Recognition
Consulting services, page F-11
5.Please revise to expand your revenue recognition policy disclosure to include
sufficient information to enable users to understand the nature, amount, timing and
uncertainty of revenue and cash flows arising from your Consulting services revenue
stream. Your expanded disclosure should discuss the nature of your consulting
arrangements, description of goods or services provided, key terms, the specific
performance obligations and timing of satisfaction of performance obligations. Refer
to ASC 606-10-50-12.
            Please contact Ameen Hamady at 202-551-3891 or Jennifer Monick at 202-551-3295
if you have questions regarding comments on the financial statements and related
matters. Please contact Pearlyne Paulemon at 202-551-8714 or Pam Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ross David Carmel