SecProbe.io

CORRESP
 1
 filename1.htm

 Zenta
Group Company Limited

 VIA
EDGAR

 September
3, 2025

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549

 Attn:
Jenna Hough

 Re:
 Zenta Group Company Limited (CIK No. 0002011458)

 Request for Acceleration

 Registration Statement on Form F-1, as amended (File
 No. 333-284140)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations of the Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), Zenta Group Company Limited (the "Company") hereby requests that the effectiveness of
the above-referenced Registration Statement on Form F-1, as amended (the " Form F-1 Registration Statement ") be accelerated
to, and that the Form F-1 Registration Statement become effective at 4:15 p.m., Eastern Time on September 5, 2025, or as soon
thereafter as practicable.

 Very truly yours,

 Zenta Group Company Limited

 By:
 /s/ Ng Wai
 Ian

 Name:
 Ng Wai Ian

 Title:
 Chief Executive Officer

CORRESP
 1
 filename1.htm

 Cathay
Securities Inc.

 40
Wall St Suite 3600

 New
York, NY 10005

 September
3, 2025

 VIA
EDGAR

 Division
of Corporation Finance

 U.S.
Securities & Exchange Commission

 100
F Street, NE

 Washington,
D.C. 20549

 Re:

 Zenta
 Group Company Limited

 Registration
 Statement on Form F-1, as amended (File No. 333-284140)

 Request
 For Acceleration of Effectiveness

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned,
for itself and the other underwriters, hereby join in the request of Zenta Group Company Limited that the effective date of the above-referenced
registration statement be accelerated so as to permit it to become effective at 4:15 p.m., Eastern time on September 5, 2025,
or as soon thereafter as practicable.

 Pursuant
to 460 under the Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus dated
August 25, 2025 to underwriters, dealers, institutions and others as appears to be reasonable to secure adequate distribution of such
preliminary prospectus.

 The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

 Very
 truly yours,

 Cathay
 Securities, Inc

 As
 representative of the underwriters

 By:
 /s/
 Xiaoyu (Shell) Li

 Name:
 Xiaoyu
 (Shell) Li

 Title:
 Chief
 Executive Officer

CORRESP
 1
 filename1.htm

 August
7, 2025

 Via
Edgar Transmission

 Mr.
Brian Fetterolf/ Mr. Erin Jaskot

 Securities
and Exchange Commission

 Division
of Corporation Finance

 Office
of Trade & Services

 Washington,
D.C. 20549

 Re:
 Zenta
 Group Co Ltd
 Amendment
 No. 4 to Registration Statement on Form F-1
 Filed
 July 24, 2025
 File
 No. 333-284140

 Dear
Mr. Fetterolf / Mr. Jaskot:

 As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated August 5, 2025 from the Securities
and Exchange Commission (the " Commission ") in which the staff of the Commission (the " Staff ") commented
on the above-referenced Draft Registration Statement on Form F-1 (the " Form F-1 ").

 For
the Staff's convenience, the Staff's comment has been stated below in its entirety, with the Company's response set
out immediately underneath such comment.

 Amendment
No. 4 to Registration Statement on Form F-1 filed July 24, 2025

 Capitalization,
page 40

 1. Please
 revise the actual amounts to reflect balances as of March 31, 2025. In addition, revise net
 tangible book value and net tangible book value per share on page 41 to reflect balances
 as of March 31, 2025. Refer to Item 3.B. and Item 9.E of Form 20-F.

 Response:
We respectfully advise the Staff we have updated the disclosure on pages 40 and 41 to address the above.

 Management's
Discussion and Analysis of Financial Condition and Results of Operations

 Results
of Operations, page 48

 2. Please
 revise to include discussion of the years ended September 30, 2024 and 2023. Refer to Item
 5 of Form 20-F.

 Response:
We respectfully advise the Staff we have updated the disclosure on page 50 to address the above.

 Income
before income taxes, page 50

 3. Please
 revise this paragraph and the two paragraphs below it to discuss the six months ended March
 31, 2025 and 2024.

 Response:
We respectfully advise the Staff we have updated the disclosure on page 50 to address the above.

 Related
Party Transactions, page 87

 4. Please
 revise your Related Party Transactions disclosure to provide the information required by
 Item 7.B of Form 20-F as of the date of the prospectus. In this regard, your current disclosure
 only provides the information as of March 31, 2025. Please also update as necessary to reflect
 any developments since the last amendment.

 Response:
We respectfully advise the Staff we have updated the disclosure on page 87 to address the above.

 *
* *

 Please
contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.

 Sincerely,

 /s/
 Lawrence S. Venick

 Lawrence
 S. Venick

 Direct
 Dial: +852.3923.1188

 Email:
 lvenick@loeb.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 August 5, 2025

Ng Wai Ian
Director, Chairman of the Board and Chief Executive Officer
Zenta Group Co Ltd
Avenida do Infante D. Henrique
No. 47-53A, Macau Square
8th Floor, Unit J
Macau 999078

 Re: Zenta Group Co Ltd
 Amendment No. 4 to Registration Statement on Form F-1
 Filed July 24, 2025
 File No. 333-284140
Dear Ng Wai Ian:

 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.

Amendment No. 4 to Registration Statement on Form F-1 filed July 24, 2025
Capitalization, page 40

1. Please revise the actual amounts to reflect balances as of March 31,
2025. In addition,
 revise net tangible book value and net tangible book value per share on
page 41 to
 reflect balances as of March 31, 2025. Refer to Item 3.B. and Item 9.E
of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations, page 48

2. Please revise to include discussion of the years ended September 30,
2024 and
 2023. Refer to Item 5 of Form 20-F.
 August 5, 2025
Page 2

Income before income taxes, page 50

3. Please revise this paragraph and the two paragraphs below it to discuss
the six months
 ended March 31, 2025 and 2024.
Related Party Transactions, page 87

4. Please revise your Related Party Transactions disclosure to provide the
information
 required by Item 7.B of Form 20-F as of the date of the prospectus. In
this regard,
 your current disclosure only provides the information as of March 31,
2025. Please
 also update as necessary to reflect any developments since the last
amendment.
 Please contact Adam Phippen at 202-551-3336 or Joel Parker at
202-551-3651 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Brian Fetterolf at 202-551-6613 or Erin Jaskot at 202-551-3442 with any
other
questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Lawrence Venick
</TEXT>
</DOCUMENT>

CORRESP
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February
25, 2025

Via
Edgar Transmission

Ms.
Jenna Hough / Mr. Erin Jaskot

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

    Re:
    Zenta
    Group Co Ltd

    Amendment
    No. 1 to Registration Statement on Form F-1

    Filed
    February 7, 2025

    File
    No. 333-284140

Dear
Ms. Hough / Mr. Jaskot:

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated February 20, 2024 from the
Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Draft Registration Statement on Form F-1 (the “Form F-1”).

For
the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set
out immediately underneath such comment.

Amendment
No. 1 to Form F-1 filed February 7, 2025

Prospectus
Summary

Overview, page 1

1. We
                                            note your revised disclosure pursuant to prior comment 5. Here and elsewhere as applicable,
                                            such as on page 64, please explain what you mean by the property markets are “under
                                            pressure” in Mainland China and Macau and how and why that impacted your industrial
                                            park consultation services. To the extent this represents a known trend or uncertainty that
                                            is reasonably likely to have a material impact on future operating results, please disclose
                                            this in an appropriate place in your registration statement. See Item 5.D. of Form 20-F.

Response:
We respectfully advise the Staff that we have updated the disclosure in industry overview to provide statistics on how the Chinese
and Macau property market were under pressure on page 59, and have amended the disclosures on pages 1, 24 and 64 to refer to cross reference
to the industry overview page. We have also revised the disclosure to the risk factor on page 24 to discuss the market under pressure,
as well as discussed Trend Information on page 52.

*
* *

Please
contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

    Direct
    Dial: +852.3923.1188

    Email:
    lvenick@loeb.com

February 20, 2025
Ng Wai Ian
Director, Chairman of the Board and Chief Executive Officer
Zenta Group Co Ltd
Avenida do Infante D. Henrique
No. 47-53A, Macau Square
8th Floor, Unit J
Macau 999078
Re:Zenta Group Co Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed February 7, 2025
File No. 333-284140
Dear Ng Wai Ian:
            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 January 31, 2025 letter.
Amendment No. 1 to Form F-1 filed February 7, 2025
Prospectus Summary
Overview, page 1
1.We note your revised disclosure pursuant to prior comment 5. Here and elsewhere as
applicable, such as on page 64, please explain what you mean by the property markets
are "under pressure" in Mainland China and Macau and how and why that impacted
your industrial park consultation services. To the extent this represents a known trend
or uncertainty that is reasonably likely to have a material impact on future operating
results, please disclose this in an appropriate place in your registration statement. See
Item 5.D. of Form 20-F.

February 20, 2025
Page 2
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lawrence Venick

CORRESP
1
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February
7, 2025

Via
Edgar Transmission

Ms.
Jenna Hough / Ms. Erin Jaskot

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

    Re:
    Zenta
    Group Co Ltd

    Registration
    Statement on Form F-1

    Filed
    January 6, 2025

    File
    No. 333-284140

Dear
Ms. Hough / Ms. Jaskot:

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated January 31, 2025 from the Securities
and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”) commented
on the above-referenced Draft Registration Statement on Form F-1 (the “Form F-1”).

For
the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set
out immediately underneath such comment.

Form
F-1 filed January 6, 2025

Cover
Page

  1.
  On the prospectus cover page, and elsewhere in the prospectus,
you note that there was no cash transferred between ZGCL and its subsidiaries during the year ended September 30, 2024. However, you
also state that during the year ended September 30, 2024 ZGCL transferred HKD 150,000 to ZGM. Please reconcile and revise as appropriate.
In your corporate structure chart on pages 3 and 65 indicate which entity is ZGM.

  Response: We respectfully
  advise the Staff that we have updated the disclosure on the Cover Page and on Page 1, 3 and 65 to reflect the above.

Capitalization,
page 40

    2.

    Please
    tell us why pro forma cash and cash equivalents is not impacted by the net proceeds from the offering.

    Response:
    We respectfully advise the Staff that we have revised the disclosure of pro forma cash and cash equivalents on page 40 to
    include the net proceeds from the offering of $5,639,192, after adding back the deferred offering costs of $574,865 capitalized as
    of September 30, 2024. Since these deferred offering costs have already been paid and settled, they do not impact the net cash flow
    from the proceeds.

    3.

    We
    note that this table reflects net proceeds of $5,064,327 in shareholders’ equity. It appears your dilution disclosure on page
    41 assumes net proceeds of $5,639,172. Please reconcile this amount the net proceeds reflected in the capitalization table or revise
    accordingly.

    Response:
    We respectfully advise the Staff that the net proceeds assumed in the dilution disclosure on page 41 amount to $5,639,192,
    whereas the actual net proceeds reflected in the capitalization table on page 40 total $5,064,327. The difference between these two
    figures is $574,865, which represents deferred offering costs capitalized as of September 30, 2024.

These deferred offering costs have already been excluded from “the
net tangible book value as of September 30, 2024”. To avoid double counting, we excluded the deferred offering costs of $574,865
when deriving “the pro forma net tangible book value after this offering” from “the net tangible book value as of September
30, 2024”.

Consolidated
Financial Statements

Notes
to the Consolidated Financial Statements

3.
Summary of Significant Accounting Policies, page F-9

    4.

    Please
    disclose your accounting policy for sales commissions. Refer to ASC 340-40-50.

    Response:
    We respectfully advise the Staff that we have added the accounting policy for sales commissions on page F-18 of the Form F-1.

General

    5.
    We
note the significant change in sources of revenue from 2023 to 2024, and that fintech services now accounts for 70.5% of revenue. We
also note that the percentage of total revenue related to industrial park and business investment consultation services decreased from
2023 to 2024. Your prospectus continues to present your consultation services as the primary focus of your company, with detailed discussions
throughout including in the Industry and Business sections. Given the recent shift in revenue to fintech services, please tell us whether
your business continues to focus on consultation services. Please also revise the prospectus to accurately reflect the current focus
of your business and present the disclosure so investors understand whether both fintech services and consultation services will be part
of your business going forward.

    Response:
    We respectfully advise the Staff that we have updated relevant disclosures on page 1 and 64 to show that both fintech services
    and consultation services will be part of our business going forward.

    6.
    In
an appropriate place, please disclose the material terms of your material agreements with your supplier and customers, such as your supplier
agreement with Guo Yan Innovation Technology, the terms of the acquisition agreement with Guo Yan, and your contracts with the two customers
who account for all of your fintech services revenue.

    Response:We
respectfully advise the Staff that we have updated the disclosure on page 74 to disclose the above.

*
* *

Please
contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

    Direct
    Dial: +852.3923.1188

    Email:
    lvenick@loeb.com

January 31, 2025
Ng Wai Ian
Director, Chairman of the Board and Chief Executive Officer
Zenta Group Co Ltd
Avenida do Infante D. Henrique
No. 47-53A, Macau Square
8th Floor, Unit J
Macau 999078
Re:Zenta Group Co Ltd
Registration Statement on Form F-1
Filed January 6, 2025
File No. 333-284140
Dear Ng Wai Ian:
            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 November 19, 2024
letter.
Form F-1 filed January 6, 2025
Cover Page
1.On the prospectus cover page, and elsewhere in the prospectus, you note that there
was no cash transferred between ZGCL and its subsidiaries during the year ended
September 30, 2024. However, you also state that during the year ended September
30, 2024 ZGCL transferred HKD 150,000 to ZGM. Please reconcile and revise as
appropriate. In your corporate structure chart on pages 3 and 65 indicate which entity
is ZGM.

January 31, 2025
Page 2
Capitalization, page 40
2.Please tell us why pro forma cash and cash equivalents is not impacted by the net
proceeds from the offering.
3.We note that this table reflects net proceeds of $5,064,327 in shareholders' equity. It
appears your dilution disclosure on page 41 assumes net proceeds of $5,639,172.
Please reconcile this amount the net proceeds reflected in the capitalization table or
revise accordingly.
Consolidated Financial Statements
Notes to the Consolidated Financial Statements
3. Summary of Significant Accounting Policies, page F-9
4.Please disclose your accounting policy for sales commissions. Refer to ASC 340-40-
50.
General
5.We note the significant change in sources of revenue from 2023 to 2024, and that
fintech services now accounts for 70.5% of revenue. We also note that the percentage
of total revenue related to industrial park and business investment consultation
services decreased from 2023 to 2024. Your prospectus continues to present your
consultation services as the primary focus of your company, with detailed discussions
throughout including in the Industry and Business sections. Given the recent shift in
revenue to fintech services, please tell us whether your business continues to focus on
consultation services. Please also revise the prospectus to accurately reflect the current
focus of your business and present the disclosure so investors understand whether
both fintech services and consultation services will be part of your business going
forward.
6.In an appropriate place, please disclose the material terms of your material agreements
with your supplier and customers, such as your supplier agreement with Guo Yan
Innovation Technology, the terms of the acquisition agreement with Guo Yan, and
your contracts with the two customers who account for all of your fintech services
revenue.
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lawrence Venick

CORRESP
1
filename1.htm

January
6, 2025

Via
Edgar Transmission

Ms.
Jenna Hough / Mr. Erin Jaskot

Securities
and Exchange Commission

Division
of Corporation Finance

Office
of Trade & Services

Washington,
D.C. 20549

    Re:
    Zenta
                                            Group Co Ltd

    Amendment
    No. 3 to Draft Registration Statement on Form F-1

    Submitted
    October 25, 2024

    CIK
    No. 0002011458

Dear
Ms. Hough / Ms. Jaskot:

As
counsel for the Company and on its behalf, this letter is being submitted in response to the letter dated November 19, 2024 from the
Securities and Exchange Commission (the “Commission”) in which the staff of the Commission (the “Staff”)
commented on the above-referenced Draft Registration Statement on Form F-1 (the “Form F-1”).

For
the Staff’s convenience, the Staff’s comment has been stated below in its entirety, with the Company’s response set
out immediately underneath such comment.

Amendment
No. 3 to Draft Registration Statement filed October 25, 2024

Capitalization,
page 38

1. Please
                                            revise to include cash and cash equivalents and consider a double underline to highlight
                                            that these amounts are not included in total capitalization. In addition, tell us your consideration
                                            of including amounts due to a related party in total capitalization.

Response:
We respectfully advise the Staff that we have amended the disclosure on page 40.

Financial
Statements, page F-1

2. We
                                            note that your registration statement is an initial public offering, and the current audited
                                            financial statements are older than 12 months. Please clarify how you complied with the requirements
                                            of paragraph A(4) of Item 8 of Form 20-F. Revise to either update your audited financial
                                            statements or include the relevant representation as allowed under Step 2 of the Instructions
                                            to Item 8.A.4 of Form 20-F.

Response:
We respectfully advise the Staff that we have included the relevant representation under Step 2 of the Instructions to Item 8.A.4
of Form 20-F.

General

3. On
                                            the cover page of the Resale Prospectus you note that “prior to this Offering, there
                                            has been no public market for our Ordinary Shares...” and you provide an estimate of
                                            the initial public offering price. However, your disclosure indicates that the Selling Shareholders
                                            will not offer the resale shares until completion of the initial public offering and the
                                            successful listing of your shares on Nasdaq. Given that this prospectus will be used for
                                            the resale offering, please revise to reflect that the offering will take place after completion
                                            of the initial public offering and include a placeholder for the initial public offering
                                            price as well as the most recent trading price and confirm that you will include such information
                                            in the Rule 424(b) prospectus filed in connection with this resale offering. We also note
                                            that the Plan of Distribution indicates that the Selling Shareholders can sell their shares
                                            “on any stock exchange” and sales may be at “fixed” prices, which
                                            appears to conflict with your disclosure that the Selling Shareholders will sell at market
                                            prices or privately negotiated prices. Please clarify and revise as appropriate.

Response:
We respectfully advise the Staff that we have removed the Resale Prospectus and related disclosure throughout the prospectus.

4. Please
                                            revise the cover page of the Resale Prospectus to include the China-based issuer disclosure
                                            that is provided on the front cover page of the Public Offering Prospectus.

Response:
We respectfully advise the Staff that we have removed the Resale Prospectus and related disclosure throughout the prospectus.

5. The
                                            Prospectus Summary included in the Resale Prospectus references the Public Offering Prospectus
                                            and some of the disclosure is not applicable to the Resale Offering. For example, in the
                                            lead-in paragraph to the Overview, the disclosure references the Public Offering Prospectus,
                                            and the disclosure under “Corporate History and Structure” and the number of
                                            ordinary shares outstanding before the offering all appear to relate to the initial public
                                            offering. Please revise.

Response:
We respectfully advise the Staff that we have removed the Resale Prospectus and related disclosure throughout the prospectus.

*
* *

Please
contact the undersigned at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/
    Lawrence S. Venick

    Lawrence
    S. Venick

    Direct
    Dial: +852.3923.1188

    Email:
    lvenick@loeb.com

November 19, 2024
Ng Wai Ian
Director, Chairman of the Board and Chief Executive Officer
Zenta Group Co Ltd
Avenida do Infante D. Henrique
No. 47-53A, Macau Square
8th Floor, Unit J
Macau 999078
Re:Zenta Group Co Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted October 25, 2024
CIK No. 0002011458
Dear Ng Wai Ian:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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 August 29, 2024 letter.
Amendment No. 3 to Draft Registration Statement submitted October 25, 2024
Capitalization, page 38
1.Please revise to include cash and cash equivalents and consider a double underline to
highlight that these amounts are not included in total capitalization. In addition, tell us
your consideration of including amounts due to a related party in total capitalization.

November 19, 2024
Page 2
Financial Statements, page F-1
2.We note that your registration statement is an initial public offering, and the current
audited financial statements are older than 12 months. Please clarify how you
complied with the requirements of paragraph A(4) of Item 8 of Form 20-F. Revise to
either update your audited financial statements or include the relevant representation
as allowed under Step 2 of the Instructions to Item 8.A.4 of Form 20-F.
General
3.On the cover page of the Resale Prospectus you note that "prior to this Offering, there
has been no public market for our Ordinary Shares..." and you provide an estimate of
the initial public offering price. However, your disclosure indicates that the Selling
Shareholders will not offer the resale shares until completion of the initial public
offering and the successful listing of your shares on Nasdaq. Given that this
prospectus will be used for the resale offering, please revise to reflect that the offering
will take place after completion of the initial public offering and include a placeholder
for the initial public offering price as well as the most recent trading price and confirm
that you will include such information in the Rule 424(b) prospectus filed in
connection with this resale offering. We also note that the Plan of Distribution
indicates that the Selling Shareholders can sell their shares "on any stock exchange"
and sales may be at "fixed" prices, which appears to conflict with your disclosure that
the Selling Shareholders will sell at market prices or privately negotiated
prices. Please clarify and revise as appropriate.
4.Please revise the cover page of the Resale Prospectus to include the China-based
issuer disclosure that is provided on the front cover page of the Public Offering
Prospectus.
5.The Prospectus Summary included in the Resale Prospectus references the Public
Offering Prospectus and some of the disclosure is not applicable to the Resale
Offering. For example, in the lead-in paragraph to the Overview, the disclosure
references the Public Offering Prospectus, and the disclosure under "Corporate
History and Structure" and the number of ordinary shares outstanding before the
offering all appear to relate to the initial public offering. Please revise.
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-
3336 if you have questions regarding comments on the financial statements and related
matters. Please contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lawrence Venick

August 29, 2024
Ng Wai Ian
Director, Chairman of the Board and Chief Executive Officer
Zenta Group Co Ltd
Avenida do Infante D. Henrique
No. 47-53A, Macau Square
8th Floor, Unit J
Macau 999078
Re:Zenta Group Co Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted August 2, 2024
CIK No. 0002011458
Dear Ng Wai Ian:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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
July 12, 2024 letter.
Amendment No. 2 to Draft Registration Statement submitted August 2, 2024
Summary Consolidated Financial Data, page 12
1.Please add summary consolidated financial data for the unaudited financial information
included in the Registration Statement.
Unaudited Condensed Consolidated Balance Sheets, page F-26
2.Tell us your consideration of adding labels to the balance sheet to clearly identify which
period is “Unaudited” and which period is “Audited.”

August 29, 2024
Page 2
Notes to Unaudited Condensed Consolidated Financial Statements
3. Summary of Significant Accounting Policies
Revenue recognition, page F-35
3.You recognized revenues of $131,832 for fintech services fees – algorithm and big data
during the six months ended March 31, 2024. You state there’s a fixed component of the
price, however, if the customer does not meet the minimum usage requirement in any
month, the shortfall is carried over to the following month. Please tell us how you are
accounting for the possibility of the shortfall. Also, please disclose the contractual
payment terms under the agreement as you have not collected any amounts during the six
months ended March 31, 2024.
6. Receivables from Customers, Net, page F-45
4.You recognized $154,730 of fintech revenues in the six months ended March 31, 2024.
You had $0 fintech receivable balance as of September 30, 2023 and a $358,168 fintech
receivable balance as of March 31, 2024. Please explain how the fintech receivable
balance as of March 31, 2024 is greater than fintech revenues for the six months ended
March 31, 2024 referencing authoritative literature that supports the receivable
recognition in excess of revenues. Finally, please tell us how much of the March 31, 2024
receivable related to fintech services balance has been collected thus far.
5.Please tell us how much of the March 31, 2024 receivables related to investment
brokerage services balance has been collected thus far.
General
6.We note your revised disclosure pursuant to prior comment 3. Please tell whether you
have any involvement in developing any of the fintech products, or whether this is the
sole responsibility of the supplier. We also note that for the six months ended March 31,
2024, your fintech business accounted for 46.2% of your total revenue. Given this
significance, please file your agreements with CAI, your sole fintech client, and any
agreements with Gao Yan Innovation Technology (Macau) Co. Ltd, your sole supplier, or
tell us why you do not believe you are required to do so.
7.We not your response to prior comment two and your disclosure that you "don't engage in
consultation on securities tranding and as such we are not required to apply for financial
service licenses, and do not provide services such as research report or financial advisory
services." You also disclose that you primarily target high net worth individuals,
corporations and professional investment institutions in Macau, Hong Kong, Southeast
Asia, and other regions. Please confirm and aknowledge your responsibility to assess your
status as an investment adviser under the Investment Advisers Act of 1940 and any
potential obligation to register under such Act.

August 29, 2024
Page 3
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lawrence Venick

July 12, 2024
Ng Wai Ian
Director, Chairman of the Board and Chief Executive Officer
Zenta Group Co Ltd
Avenida do Infante D. Henrique
No. 47-53A, Macau Square
8th Floor, Unit J
Macau 999078
Re:Zenta Group Co Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 14, 2024
CIK No. 0002011458
Dear Ng Wai Ian:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            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
May 30, 2024 letter.
Amendment No. 1 to Draft Registration Statement filed June 14, 2024
Industry Overview, page 52
1.You note that the competitive landscape for the investment services industry includes
banks, securities companies and insurance companies. Please clarify whether you are
offering the types of services offered by these entities. Your disclosure in the prospectus
suggests that your focus is on specialized consulting for industrial parks.

July 12, 2024
Page 2
General
2.Where you discuss your investment consultation services business on page 69, and
elsewhere as appropriate, please revise to clearly indicate the type of investment
consultation services provided and the scope of current projects you have
undertaken. Your description of yourself as an investment advisor suggests that you make
securities investment recommendations, however your disclosure suggests that you
provide other services such as hiring and coordinating professionals and advising on
internal controls and risk management. To the extent your investment consultation
services relate to a specific type of investment or are more of a project-based consultation
service that sometimes includes investments, please make this clear and indicate the type
of investments on which you advise. Based on Note 3 to your financial statements, it
appears that the investment services relate to acquiring a stake in a specific project in an
industrial park. If all of your investment services and brokerage fees relate to this type of
investment, please make this clear in your disclosure. Indicate how you identify the
investment opportunities and whether they are the same projects as those you consult on
when generating project research fees, and disclose that all of your investment
consultation services to date have been provided to related parties, if true. Please also
indicate whether you are required to register under any applicable regulations given your
services as an investment advisor.
3.Please define the scope of the fintech business that you are developing and the specific
services you are providing. The term fintech implies many different types of services and
technology, as evidenced by your definition of fintech services on page 57, and it is
unclear which you are pursuing and how you will be involved. Also revise the description
of the fintech industry in your Industry Overview to focus on the particular type of fintech
that you are, or plan to be, involved in. Please also explain the type of services you will
provide pursuant to the business agreements entered into in January 2024, as the
disclosure says only that you will provide "fintech product and on-going services."
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Lawrence Venick

United States securities and exchange commission logo
May 30, 2024
Ng Wai Ian
Director, Chairman of the Board and Chief Executive Officer
Zenta Group Co Ltd
Avenida do Infante D. Henrique
No. 47-53A, Macau Square
8th Floor, Unit J
Macau 999078
Re:Zenta Group Co Ltd
Draft Registration Statement on Form F-1
Submitted May 3, 2024
CIK No. 0002011458
Dear Ng Wai Ian:
            We have reviewed your draft registration statement and have the following comment(s).
            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 F-1 submitted May 3, 2024
Cover Page
1.Where you disclose that Ione Group Company Limited is your controlling shareholder,
please disclose that Ng Wai Ian, your Chairman and Chief Executive Officer, and Sou
Weng Seng, your Chief Operating Officer, are the individuals who will exercise control.
2.Please include cross-references to the individual risk factors relating to the legal and
operational risks associated with being based in China.
3.Please revise to disclose the location of your auditor's headquarters.
4.We note your discussion of regulations applicable to your business. Please revise to also
discuss the enforceability of civil liabilities in Macau, as well as the applicability China's

 FirstName LastNameNg Wai Ian
 Comapany NameZenta Group Co Ltd
 May 30, 2024 Page 2
 FirstName LastNameNg Wai Ian
Zenta Group Co Ltd
May 30, 2024
Page 2
Enterprise Tax law. Disclose how regulatory actions related to data security or anti-
monopoly concerns in Macau have or may impact the ability to conduct your business,
accept foreign investment, or list on a foreign exchange.
5.Your disclosure states that the "only transfers of cash among ZGCL and ZGM have been
in the form of dividends." However, you indicate that there was no cash transferred
between ZGCL and its subsidiaries in the prior two fiscal years. Please clarify whether the
transfers referenced occurred prior to the fiscal years referenced.
6.Where you discuss that the PRC government may intervene in or impose restrictions on
the ability of you or your subsidiaries to transfer cash or assets, include a similar
discussion in you summary risk factors and risk factors, and provide cross-references to
these other discussions.
Prospectus Summary, page 1
7.Please affirmatively state here, as you do on the cover page, that you currently have no
cash management policies.
8.We note your disclosure regarding cash transfers between you and your subsidiaries.
Please revise to provide a clear description of how cash is transferred through your
organization, and describe, as you do on the cover page, any restrictions on foreign
exchange and your ability to transfer cash between entities, across borders, and to U.S.
investors, and any restrictions and limitations on your ability to distribute earnings from
the company, including your subsidiaries, to the parent company and U.S.
investors. Provide cross-references to the consolidated financial statements.
9.Please revise the corporate diagram on page 3 to indicate the person(s) that own the equity
in each entity shown at the top of the diagram.
Summary of Risk Factors, page 5
10.For each summary risk factor, include a cross-reference to the specific individual detailed
risk factor.
11.Please explain what you mean by the statement that your "assertions and beliefs of the risk
imposed by the PRC legal and regulatory system cannot be certain."
Permission Required From Macau and Chinese Authorities, page 7
12.Where you disclose that you understand that the Company and the subsidiaries are not
required to obtain permissions or approvals from any Chinese authorities to operate their
business, or before listing in the U.S. and to issue Ordinary Shares to foreign investors,
please indicate, if true, that this is the opinion of Beijing Dacheng Law Offices, LLP, as
suggested by the disclosure on your cover page. Please also clearly state that the
conclusions presented are the opinion of counsel, as opposed to "as advised" by
counsel. Make conforming revisions elsewhere as appropriate.

 FirstName LastNameNg Wai Ian
 Comapany NameZenta Group Co Ltd
 May 30, 2024 Page 3
 FirstName LastNameNg Wai Ian
Zenta Group Co Ltd
May 30, 2024
Page 3
13.Where you state that no permissions or approvals have been applied for by the Company
or denied by any relevant authorities, clarify, if true, that this applies only to ZGCL, as we
note your disclosure that each of your Macau subsidiaries has already secured permissions
or approvals from the Macau authorities to operate their business. Please disclose each
specific permissions or approval your Macau subsidiaries are required to obtain to operate
their businesses and state affirmatively whether the Macau subsidiaries have received all
requisite permissions and approvals and whether any permissions or approvals have been
denied. Make conforming revisions wherever similar disclosure appears in the prospectus.
Risk Factors, page 13
14.Include risk factor disclosure explaining whether there are laws/regulations in Macau that
result in oversight over data security, how this oversight impacts the company's business
and the offering, and to what extent the company believes that it is compliant with the
regulations or policies that have been issued.
15.Please include a risk factor discussing the risks associated with the enforcement of civil
liabilities in Macau. Also include this risk factor in your summary of risks factors in the
prospectus summary.
Our business revenues are subject to customer concentration risk., page 20
16.We note that a significant percentage of revenues have been generated from services
provided to related parties. Please disclose this here and elsewhere as appropriate,
including quantifying the percentage of revenue for the past two fiscal years generated
from services to related parties. Please identify the related party(ies) and disclose any risks
related to your dependence on such related parties.
17.To the extent that any of your customers are material to the company, please disclose in an
appropriate place in the prospectus the customer(s) and indicate your relationship and the
general terms of any agreements with these customer(s). If you are substantially
dependent on any of these customers, please file the agreement(s) with such customer(s)
as exhibits to the registration statement. Refer to Item 601(b)(10) of Regulation S-K.
The revenue from our investment consultation business is non-recurring in nature and our
profitability..., page 22
18.Please revise this risk factor to indicate whether you have been able to historically retain
your clients and attract new clients. To the extent that the loss of any particular client(s)
would have a material impact on your results of operations, please disclose the client(s)
and discuss your dependence on this client(s).
Business, page 61
19.You state that you plan to devote resources to the development of a fintech business, and
your Use of Proceeds disclosure indicates that 40% of the offering proceeds will be used

 FirstName LastNameNg Wai Ian
 Comapany NameZenta Group Co Ltd
 May 30, 2024 Page 4
 FirstName LastName
Ng Wai Ian
Zenta Group Co Ltd
May 30, 2024
Page 4
to develop this business. Please indicate the current status of your fintech business. If you
have not taken any steps toward developing this business, please state this clearly and
disclose any material risks that you may not be able to fully develop this business.
Description of Securities
Anti-takeover provisions in our Memorandum and Articles of Association, page 91
20.We note your disclosure that some provisions of your memorandum and articles may
discourage, delay or prevent a change in control of our Company or management that
shareholders may consider favorable. Please revise to briefly describe these
provisions. See Item 10(B)(7) of Form 20-F.
Consolidated Statements of Cash Flows, page F-6
21.Please revise the "Receivables from customers" line item to mirror the related balance
sheet line item title highlighting that this is a related party transaction. Refer to Rule 4-
08(k)(1) of Regulation S-X.
Notes to Consolidated Financial Statements
3. Summary of Significant Accounting Policies
Revenue Recognition, page F-10
22.Your balance sheet shows zero receivables from customers and zero receivables from
customers-related parties on September 30, 2023. Please revise your policy disclosure to
discuss the contractual and customary payment terms for each of your revenue streams.
Refer to ASC 606-10-50-12.
General
23.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            Please contact Nasreen Mohammed at 202-551-3773 or Adam Phippen at 202-551-3336
if you have questions regarding comments on the financial statements and related matters. Please
contact Jenna Hough at 202-551-3063 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services