SecProbe.io

CORRESP
 1
 filename1.htm

 VERTICAL
DATA INC.

 1980
Festival Plaza Drive Suite 300

 Las
Vegas, NV 89135

 July
8, 2025

 VIA
EDGAR

 United
States Securities and Exchange Commission

 100 F Street, N.E.

 Washington,
D.C. 20549

 Attention:
James Giugliano, Theresa Brillant, Kate Beukenkamp and Cara Wirth

 Re:
 Vertical
 Data Inc.

 Registration
 Statement on Form S-1, as amended

 File
 No. 333-284187

 REQUEST
 FOR ACCELERATION OF EFFECTIVENESS

 Requested
 Date: Wednesday, July 9, 2025

 Requested
 Time: 5:00 p.m., Eastern Time

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Vertical Data Inc. (the "Company")
respectfully requests that the effective date of the registration statement referred to above (the "Registration Statement")
be accelerated so that it becomes effective at 5:00 p.m., Eastern Time, on Wednesday, July 9, 2025, or as soon thereafter
as possible.

 Sincerely,

 VERTICAL DATA INC.

 By:
 /s/
 Deven Soni

 Name:
 Deven
 Soni

 Title:
 President and Chief Executive Officer

CORRESP
 1
 filename1.htm

 Vertical
Data Inc.

 1980
Festival Plaza Drive, Suite 300

 Las
Vegas, NV 89135

 June
5, 2025

 Kate
Beukenkamp

 U.S.
Securities & Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Vertical
 Data Inc.

 Amendment
 No. 3 to Registration Statement on Form S-1

 Filed
 May 22, 2025

 File
 No. 333-284187

 Dear
Ms. Beukenkamp:

 By
letter dated June 3, 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 Amendment No.
3 to the Registration Statement on Form S-1 filed May 22, 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.

 Amendment
No. 3 to Registration Statement on Form S-1 Our Products and Suppliers, page 2

 1. We
 note your response to prior comment 1, including that you do not have any distribution agreements
 with any of your suppliers, do not have any vendor agreements with binding terms regarding
 price, volume or exclusivity, and that your relationship with vendors is based "on
 history of having done business together" rather than formal written agreements or
 unwritten arrangements. Please revise your Risk Factors section accordingly to discuss the
 material risks presented by the nature of these arrangements described here and in your disclosure,
 including on page 2 under the subheading "Our Products and Suppliers." As one
 example only, revise to address the risks to your business operations and financial results
 as a result of your lack of ability to enforce your vendor relationships or otherwise seek
 recourse, recover costs or seek damages should these relationships deteriorate given their
 informal nature. We note your risk factor on page 15 beginning "We rely on a small
 number of key vendors in our supply chain..." which discusses two vendors, Amaara Networks
 and Circular Technology, "which represent approximately 84% and 16% of sales for the
 year ended September 30, 2024." Last, disclose whether these parties, or other vendors
 you engage, are related parties and, if so, please revise your disclosure accordingly, including
 on page 46 under "Certain Relationships and Related Party Transactions."

 Response:
We have added disclosure regarding the risks associated with the lack of formal contractual vendor agreements on page 2 and a related
risk factor on page 13 of Amendment No. 4 to Registration Statement on Form S-1/A filed herewith.

 Additionally,
we note that none of the vendors are related parties; therefore, we have not made any changes to the "Certain Relationships and
Related Party Transactions" section.

 Thank
you for the opportunity to respond to your comment on the Registration Statement. If you have additional questions or comments, please
contact me at Deven@verticaldata.io or 702-613-2328.

 Very
truly yours,

 /s/ Devon Soni

 Devon
Soni

 President
and Chief Executive Officer

 Vertical
Data Inc.

 1980
Festival Plaza Drive, Suite 300

 Las
Vegas, NV 89135

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

Deven Soni
President and Chief Executive Officer
Vertical Data Inc.
1980 Festival Plaza Drive Suite 300
Las Vegas, NV 89135

 Re: Vertical Data Inc.
 Amendment No. 3 to Registration Statement on Form S-1
 Filed May 22, 2025
 File No. 333-284187
Dear Deven Soni:

 We have reviewed your amended registration statement and have the
following
comment(s).

 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. Unless
we note
otherwise, any references to prior comments are to comments in our May 15, 2025
letter.

Amendment No. 3 to Registration Statement on Form S-1
Our Products and Suppliers, page 2

1. We note your response to prior comment 1, including that you do not have
any
 distribution agreements with any of your suppliers, do not have any
vendor
 agreements with binding terms regarding price, volume or exclusivity,
and that your
 relationship with vendors is based "on history of having done business
together"
 rather than formal written agreements or unwritten arrangements. Please
revise your
 Risk Factors section accordingly to discuss the material risks presented
by the nature
 of these arrangements described here and in your disclosure, including
on page 2
 under the subheading "Our Products and Suppliers." As one example only,
revise to
 address the risks to your business operations and financial results as a
result of your
 lack of ability to enforce your vendor relationships or otherwise seek
recourse,
 June 3, 2025
Page 2

 recover costs or seek damages should these relationships deteriorate
given their
 informal nature. We note your risk factor on page 15 beginning "We rely
on a small
 number of key vendors in our supply chain..." which discusses two
vendors, Amaara
 Networks and Circular Technology, "which represent approximately 84% and
16% of
 sales for the year ended September 30, 2024." Last, disclose whether
these parties, or
 other vendors you engage, are related parties and, if so, please revise
your disclosure
 accordingly, including on page 46 under "Certain Relationships and
Related Party
 Transactions."
 Please contact James Giugliano at 202-551-3319 or Theresa Brillant at
202-551-3307
if you have questions regarding comments on the financial statements and
related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Cara Wirth at
202-551-7127
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Scott E. Linsky
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Vertical
Data Inc.

 1980
Festival Plaza Drive, Suite 300

 Las
Vegas, NV 89135

 May
22, 2025

 Kate
Beukenkamp

 U.S.
Securities & Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549

 Re:
 Vertical
 Data Inc.

 Amendment
 No. 2 to Registration Statement on Form S-1

 Filed
 May 2, 2025

 File
 No. 333-284187

 Dear
Ms. Beukenkamp:

 By
letter dated May 15, 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 Amendment No.
2 to the Registration Statement on Form S-1 filed May 2, 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.
The Company is also filing herewith Amendment No. 3 to the Registration Statement on Form S-1 (the " S-1/A ") For your
convenience, the comments are listed below, followed by the Company's responses.

 Amendment
No. 2 to Registration Statement on Form S-1 Prospectus Summary

 Our
Products and Suppliers, page 2

 1.
 We
 note your response to prior comment 1 and reissue in part. Please revise to describe the terms of your "ongoing arrangements
 with vendors" and clarify whether such arrangements are in writing or otherwise. Additionally, please describe the material
 terms of the Master Supply Agreement with Sycomp and file such agreement as an exhibit or tell us why you are not required to do
 so. Refer to Item 601(b)(10) of Regulation S-K. We note that your prior disclosure referred to Sycomp as "a key partner"
 for the central aspect of your business operations (i.e., procurement of hardware and provision of data engineering services).

 Response:
 In response to Staff's comments, we have made changes to this section to clarify that our arrangements with vendors are
 based on historical relationships rather than formal or informal arrangements. As revised, the third paragraph now reads as follows:

 The
Company does not distribute on behalf of any of its vendors, and thus does not have distribution agreements with any of our suppliers.
As we establish a reputation as a strong and reliable value-added reseller, we intend to negotiate agreements with top suppliers-which
we believe will improve our pricing and access to additional IT products. We currently do not have any vendor agreements with binding
terms regarding price, volume or exclusivity. We have relationships with vendors based on a history of having done business together,
rather than formal written agreements or unwritten arrangements, allowing us to receive allocations of equipment and pricing terms on
quick turnaround times, without being restricted from selling similar products manufactured by competitors or being required sell a specified
quantity of product. As a result, we have the flexibility to increase, curtail or terminate sales of one product line rather than another
due to technological change, pricing considerations, product availability and customer demand, vendor distribution policies or other
considerations.

 The
Sycomp Master Supply Agreement is the first step in a relatively new relationship for the Company and work orders under such agreement
have not materialized as of yet. Until such time as work under the Sycomp Master Supply Agreement has begun to the extent that this arrangement
has a meaningful impact on our business, we do not believe disclosure of the terms of the Sycomp Master Supply Agreement or the filing
of such agreement as an exhibit to be appropriate.

 Thank
you for the opportunity to respond to your comment on the Registration Statement. If you have additional questions or comments, please
contact me at Deven@verticaldata.io or (702) 613-2328.

 Very
truly yours,

 Devon
Soni

 President
and Chief Executive Officer

 Vertical
Data Inc.

 1980
Festival Plaza Drive, Suite 300

 Las
Vegas, NV 89135

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 15, 2025

Deven Soni
President and Chief Executive Officer
Vertical Data Inc.
1980 Festival Plaza Drive Suite 300
Las Vegas, NV 89135

 Re: Vertical Data Inc.
 Amendment No. 2 to Registration Statement on Form S-1
 Filed May 2, 2025
 File No. 333-284187
Dear Deven Soni:

 We have reviewed your amended registration statement and have the
following
comment(s).

 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. Unless
we note
otherwise, any references to prior comments are to comments in our April 16,
2025 letter.

Amendment No. 2 to Registration Statement on Form S-1
Prospectus Summary
Our Products and Suppliers, page 2

1. We note your response to prior comment 1 and reissue in part. Please
revise to
 describe the terms of your "ongoing arrangements with vendors" and
clarify whether
 such arrangements are in writing or otherwise. Additionally, please
describe the
 material terms of the Master Supply Agreement with Sycomp and file such
agreement
 as an exhibit or tell us why you are not required to do so. Refer to
Item 601(b)(10) of
 Regulation S-K. We note that your prior disclosure referred to Sycomp as
"a key
 partner" for the central aspect of your business operations (i.e.,
procurement of
 hardware and provision of data engineering services).
 May 15, 2025
Page 2

 Please contact James Giugliano at 202-551-3319 or Theresa Brillant at
202-551-3307
if you have questions regarding comments on the financial statements and
related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Cara Wirth at
202-551-7127
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Scott E. Linsky
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Vertical
Data Inc.

 1980
Festival Plaza Drive, Suite 300

 Las
Vegas, NV 89135

 May
1, 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 April 16, 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 Amendment No.
1 to the Registration Statement on Form S-1 filed March 20, 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.

 Amendment
No. 1 to Registration Statement on Form S-1 filed March 20, 2025 Prospectus Summary

 Our
Products and Suppliers, page 2

 1.
 We
 note your response to prior comment 3, including the statement that you have two vendor arrangements but "do not have any material
 agreements with a vendor." Please briefly revise your disclosure to clarify the meaning of "arrangements" (e.g.,
 written contracts or otherwise). Additionally, we note that you entered into a master sales agreement with suppliers, including "key
 partner" Sycomp. Please revise to include the material terms of this agreement and file it as an exhibit or tell us why you
 are not required to do so. Refer to Item 601(b)(10) of Regulation S-K.

 Response :
In response to Staff's comments, we have made changes to this section to clarify our "arrangements" with vendors. We
currently do not have any vendor agreements with binding terms regarding price, volume or exclusivity, as our ongoing arrangements with
vendors do not restrict us from selling similar products manufactured by competitors, nor do they require us to sell a specified quantity
of products. As a result, we have the flexibility to terminate or curtail sales of one product line in favor of another due to technological
change, pricing considerations, product availability and customer demand or vendor distribution policies.

 Additionally,
the Company's Master Supply Agreement with Sycomp A Technology Company, Inc. is in the nature of a letter of intent that mainly
details payment structures, confidentiality, restrictions on use and reverse engineering, without stating any binding terms. Therefore,
we have removed references to this Agreement and are not filing this as an exhibit to the registration statement.

 The
Offering, page 7

 2.
 We
 note your response to prior comment 18, including the revisions to footnote 2 to your Selling Stockholder table on page 31. Please
 revise your "Lock-Up" disclosure here and elsewhere as appropriate to reflect the holding period of a total of
 thirty-six (36)
months from the date of the offering as well as the twelve (12) month period holding period on the shares and, following the first year,
how the restrictions on the shares will be proportionally removed monthly thereafter with regard to the shares held by the Founders.

 Response:
 In response to Staff's comments, we have included the relevant disclosure on page 7.

 Risk
Factors

 Risks
Related to Our Business

 Our
business is subject to a wide variety of extensive and evolving government regulations..., page 13

 3.
 We
 note your revised disclosure in response to prior comment 6, including that this risk factor references "nuclear-fuel related
 products." To the extent you have operations in nuclear fuel industry, please revise as appropriate. Alternatively, please
 remove this reference.

 Response:
 In response to Staff's comments, we have removed the above phrase from the disclosure.

 Exhibit
Index, page II-5

 4.
 The
 consent of your independent registered public accounting firm filed as exhibit 23.1 does not appear to be signed. Please ensure future
 amendments include a signed consent.

 Response:
 In response to Staff's comments, the Company has refiled Exhibit 23.1 to include the signed consent of the independent registered
public accounting firm.

 Thank
you for the opportunity to respond to your comment on the Registration Statement. If you have additional questions or comments, please
contact me at Deven@verticaldata.io or 702-613-2328 .

 Very
truly yours,

 Devon
Soni

 President
and Chief Executive Officer

 Vertical
Data Inc.

 1980
Festival Plaza Drive, Suite 300

 Las
Vegas, NV 89135

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 16, 2025

Deven Soni
President and Chief Executive Officer
Vertical Data Inc.
1980 Festival Plaza Drive Suite 300
Las Vegas, NV 89135

 Re: Vertical Data Inc.
 Amendment No. 1 to Registration Statement on Form S-1
 Filed March 20, 2025
 File No. 333-284187
Dear Deven Soni:

 We have reviewed your amended registration statement and have the
following
comment(s).

 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. Unless
we note
otherwise, any references to prior comments are to comments in our February 7,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1 filed March 20, 2025
Prospectus Summary
Our Products and Suppliers, page 2

1. We note your response to prior comment 3, including the statement that
you have two
 vendor arrangements but "do not have any material agreements with a
vendor." Please
 briefly revise your disclosure to clarify the meaning of "arrangements"
(e.g., written
 contracts or otherwise). Additionally, we note that you entered into a
master sales
 agreement with suppliers, including "key partner" Sycomp. Please revise
to include
 the material terms of this agreement and file it as an exhibit or tell
us why you are not
 required to do so. Refer to Item 601(b)(10) of Regulation S-K.
 April 16, 2025
Page 2
The Offering, page 7

2. We note your response to prior comment 18, including the revisions to
footnote 2 to
 your Selling Stockholder table on page 31. Please revise your "Lock-Up"
disclosure
 here and elsewhere as appropriate to reflect the holding period of a
total of thirty-six
 (36) months from the date of the offering as well as the twelve (12)
month period
 holding period on the shares and, following the first year, how the
restrictions on the
 shares will be proportionally removed monthly thereafter with regard to
the shares
 held by the Founders.
Risk Factors
Risks Related to Our Business
Our business is subject to a wide variety of extensive and evolving government
regulations...,
page 13

3. We note your revised disclosure in response to prior comment 6,
including that this
 risk factor references "nuclear-fuel related products." To the extent
you have
 operations in nuclear fuel industry, please revise as appropriate.
Alternatively, please
 remove this reference.
Exhibit Index, page II-5

4. The consent of your independent registered public accounting firm filed
as exhibit
 23.1 does not appear to be signed. Please ensure future amendments
include a signed
 consent.

 Please contact James Giugliano at 202-551-3319 or Theresa Brillant at
202-551-3307
if you have questions regarding comments on the financial statements and
related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Cara Wirth at
202-551-7127
with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Scott E. Linsky
</TEXT>
</DOCUMENT>

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

February 7, 2025
Deven Soni
President and Chief Executive Officer
Vertical Data Inc.
1980 Festival Plaza Drive Suite 300
Las Vegas, NV 89135
Re:Vertical Data Inc.
Registration Statement on Form S-1
Filed January 10, 2025
File No. 333-284187
Dear Deven Soni:
            We have reviewed your registration statement and have the following comment(s).
            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.
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.
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.
Our Products and Suppliers, page 2
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 3.

February 7, 2025
Page 2
section to discuss the risks associated with not having any distribution agreements in
place with any of your suppliers as applicable.
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.
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.
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.
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."
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.

February 7, 2025
Page 3
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.
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.
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.
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.
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.

February 7, 2025
Page 4
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).
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.
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.
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.
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.
            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 James Giugliano at 202-551-3319 or Theresa Brillant at 202-551-3307
if you have questions regarding comments on the financial statements and related

February 7, 2025
Page 5

            matters. Please contact Kate Beukenkamp at 202-551-3861 or Cara Wirth at 202-551-
7127 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Scott E. Linsky