SecProbe.io

July 30, 2025
Qiaojun Lai
Chief Executive Officer
Collab Z Inc.
29 Orinda Way, Unit 2060
Orinda, CA 94563
Re:Collab Z Inc.
Registration Statement on Form S-1
Filed July 21, 2025
File No. 333-288817
Dear Qiaojun Lai:
            We have reviewed your registration statement and have the following comments.
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Form S-1 filed July 21, 2025
Future Equity Obligation, page 50
1.We note your response to prior comment 2. It is unclear whether the agreement filed
as Exhibit 10.5 is the actual SAFE or a term sheet for a SAFE. For example, Exhibit
10.5 refers to the SAFE for an explanation of "qualified financing round." Please
ensure that the SAFE is filed as an exhibit to the registration statement.
Item 15. Recent Sales of Unregistered Securities, page II-3
2.We note your disclosure amended in response to prior comment 6. Please revise to
indicate the section of the Securities Act or rule of the Commission under which
exemptions from registration were claimed and state briefly the facts relied upon to
make the exemptions available. See Item 701(d) of Regulation S-K.

July 30, 2025
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 Pamela Long at 202-551-3765
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:Ross David Carmel