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                                                              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
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