September 5, 2024

Michael Sabel
Chief Executive Officer
Venture Global, Inc.
1001 19th Street North, Suite 1500
Arlington, VA, 22209

       Re: Venture Global, Inc.
           Draft Registration Statement on Form S-1
           Submitted August 8, 2024
           CIK No. 0002007855
Dear Michael Sabel:

       We have reviewed your draft registration statement and have the
following comments.

        Please respond to this letter by providing the requested information
and either submitting
an amended draft registration statement or publicly filing your registration
statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do
not believe an
amendment is appropriate, please tell us why in your response.

        After reviewing the information you provide in response to this letter
and your amended
draft registration statement or filed registration statement, we may have
additional comments.

Draft Registration Statement on Form S-1
Prospectus Summary
Our Company, page 1

1.     Please provide the basis for your statement "Venture Global has
fundamentally reshaped
       the development and construction of liquefied natural gas production,"
or state that it is
       your belief.
2.     Please revise to clarify that none of your projects has commenced
commercial operations.
3.     Please explain you are a holding company with no operations of your own,
and you rely
       on your operating subsidiaries to generate revenues. Please also revise
to include a
       diagram of your corporate and ownership structure following the
reorganization
       transactions.
 September 5, 2024
Page 2
Our Strengths, page 5

4.     We note you state your management team possesses deep experience across
all parts of
       the LNG industry with a proven development and operational track record.
However, you
       provide on page 50 you have limited experience with managing and
operating an LNG
       tanker fleet. Please revise to clarify this discrepancy. Additionally,
please address where
       appropriate whether your management team has experience managing a
public company.
Our Business And Growth Strategies, page 8

5.     Please revise your disclosure to clarify you have a limited operating
history and did not
       generate any revenues prior to 2022.
Risk Factors
You may be diluted by the future issuance of additional Class A common stock,
including in
connection with our incentive plans, acquisitions, page 81

6.     Please revise to address the dilution risks related to future issuances
of Class A common
       shares upon conversion of the Class B common stock.
Use of Proceeds, page 92

7.     You disclose that you intend to use the net proceeds of this offering
for general corporate
       purposes. Please revise to more specifically identify the principal
intended uses of the net
       proceeds and provide the estimated amounts you intend to allocate to
each identified
       purpose. In that regard, we note your disclosure on page 118 that you
believe that your
       current cash and cash equivalents, borrowing capacity under your
existing credit facilities,
       the expected proceeds from sales of LNG at your projects and the net
proceeds from this
       offering will provide you with sufficient liquidity for at least the
next 12 months, and will
       enable you to fund your continuing operations, your upcoming LNG tanker
milestone
       payments and your expected pre-FID capital expenditures with respect to
the CP2 Project,
       the CP3 Project and the Delta Project. See Item 504 of Regulation S-K.
Dividend Policy, page 93

8.     We note your disclosure here that the Company and, prior to the
Reorganization
       Transactions, VGLNG, has not declared or paid any cash dividends since
       inception. However, we also note your disclosure on page 80 that you
cannot guarantee
       that you will pay dividends on your Class A common stock in the future.
Please revise to
       clarify whether you currently intend to pay cash dividends in the
foreseeable future. Refer
       to Item 201 of Regulation S-K.
Management's Discussion and Analysis
Financial Operations Overview, page 103

9.     We note that you include a parenthetical notation on the cost of sales
line item on page F-
       5 indicating the measures exclude "items shown separately below"
although it is unclear
       whether you were intending to indicate that all of the other amounts
shown on the line
       items that follow the measure would be fully attributable to cost of
sales in accordance
       with GAAP. The specific amounts attributable to though excluded from
cost of sales
       should be apparent from your disclosures.
 September 5, 2024
Page 3

       If all of the amounts in the line items that follow the measure are not
attributable to cost of
       sales, please either report the attributable amounts separately or
specify the excluded
       amounts in the parenthetical. Please modify your description of cost of
sales on page 105
       and any associated disclosures pertaining to the excluded amounts as
necessary to clarify.
       Please also include corresponding information under Note 2 to the
financial statements.
Results of Operations
Revenue, page 107

10.    We note your disclosure indicating the increase in revenues for 2023
compared to 2022 is
       "due to the capitalization of proceeds from test LNG sales during the
year ended
       December 31, 2022 of $1.8 billion, with no capitalization during the
year ended
       December 31, 2023." Given your accounting policy of booking test LNG
sales against the
       property account, unless you are indicating the 2022 offset was reversed
in 2023, it is
       unclear why these would be referenced in your discussion and analysis of
the increase in
       revenues, as this should be based on the revenue amounts reported in
your financial
       statements.

       For example, it appears that you should quantify and discuss the time
during which the
       facilities were considered to be in service during 2023 compared to
2022, and indicate the
       extent to which the increase was attributable to changes in volumes, and
separately to
       changes in prices, to comply with Item 303(b)(2)(iii) of Regulation S-K.
Please also
       ensure that these disclosures are based on production that correlates
with the revenues
       reported in your financial statements. Your disclosure pertaining to
revenue of the
       Calcasieu Pass Project segment on page 114 should be similarly revised.

       However, if you have reversed the prior offset, as one interpretation of
your present
       disclosure would suggest, please further clarify and explain your
rationale. Otherwise,
       we suggest that you reposition details concerning the test LNG sales
booked against the
       property account (to include details of the associated production), as
necessary to clearly
       distinguish this information from your discussion and analysis of
revenue and the
       production that is associated with revenue.
11.    Please expand your disclosure stating that you began generating revenue
in the first
       quarter of 2022 through the production and sale of commissioning cargos
of LNG from
       the Calcasieu Project to summarize the difficulties that have inhibited
advancement to
       commercial operations and declaration of the COD, as described on page
144. Please
       discuss your expectations regarding the timeline for resolution and
commencement of
       sales under the long-term agreements.
Intellectual Property, page 179

12.    We note your disclosure on page 45 that the natural gas liquefaction
system and mid-scale
       design you utilize at your projects are the first of such sized modules
developed by you
       and Baker Hughes. Please revise to disclose any intellectual property
rights owned by you
       in your liquefaction system and design.
 September 5, 2024
Page 4
Executive Employment Agreements, page 195

13.    We note your disclosure that prior to becoming a public company, you
intend to enter into
       employment agreements with each of your NEOs which will provide for
compensation
       and benefits, including severance protections, typical of those provided
to executive
       officers of a public company, the terms of such agreements will be
described following
       entry into the agreements. Please file these employment agreements as
exhibits to your
       registration statement when available.
Forum Selection, page 215

14.    We note that you disclose here and on page 84 that the federal district
courts of the United
       States of America will be the exclusive forum for the resolution of any
complaint
       asserting a cause of action arising under the federal securities laws of
the United States.
       Please disclose whether this provision applies to actions arising under
the Securities Act
       or Exchange Act. If so, please also state that there is uncertainty as
to whether a court
       would enforce such provision. If the provision applies to Securities Act
claims, please
       also state that investors cannot waive compliance with the federal
securities laws and the
       rules and regulations thereunder. In that regard, we note that Section
22 of the Securities
       Act creates concurrent jurisdiction for federal and state courts over
all suits brought to
       enforce any duty or liability created by the Securities Act or the rules
and regulations
       thereunder. If this provision does not apply to actions arising under
the Securities Act or
       Exchange Act, please also ensure that the exclusive forum provision in
the governing
       documents states this clearly, or tell us how you will inform investors
in future filings that
       the provision does not apply to any actions arising under the Securities
Act or Exchange
       Act.
Financial Statements, page F-4

15.    Please address the interim financial statement requirements in Article 3
of Regulation S-
       X.
Note 2 - Summary of Significant Accounting Policies
Revenue Recognition, page F-12

16.    We note your disclosures explaining that capacity produced "after an LNG
project reaches
       commercial operations" will be sold under long-term 20-year SPAs, which
will
       commence on the declaration of COD as defined in your contracts.
However, you also
       state "COD has not yet occurred for any of our LNG projects."

       Given that report $7.9 billion in revenues for 2023 and $6.4 billion for
2022, it appears
       that you should expand your disclosure to further clarify why production
during these
       periods does not represent "commercial operations" based on standard
definitions, if this
       is your view, and to clarify how differentiation based on this quality
has been correlated
       with the duration or type of the contract.

       Please also explain how the status of the facilities described on page
144 correlates with
       your characterization of the operations.
 September 5, 2024
Page 5
Exhibits

17.    Please file the following agreements as exhibits to your registration
statement or tell us
       why you believe they are not required to be filed.

                Baker Hughes Master Agreement
                Calcasieu Pass Credit Facilities
                Calcasieu Common Terms Agreement
                Calcasieu Pass Senior Secured Notes and related Indentures
                Plaquemines Credit Facilities
                Plaquemines Common Terms Agreement
                VGCP Senior Secured Notes and related Indentures
                VGLNG Management Services Agreement
                Venture Global Management Services Agreement

       Refer to Item 601(b)(10) of Regulation S-K.
General

18.    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 a 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 Joseph Klinko at 202-551-3824 or Karl Hiller at
202-551-3686 if you have
questions regarding comments on the financial statements and related matters.
Please contact
Michael Purcell at 202-551-5351 or Irene Barberena-Meissner at 202-551-6548
with any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Energy &
Transportation
cc:   Marcel Fausten