SecProbe.io

October 8, 2024
Ngee Woon Lim
Chief Executive Officer
Kandal M Venture Ltd
Padachi Village, Prek Ho Commune,
Takhmao Town, Kandal Province,
Kingdom of Cambodia
Re:Kandal M Venture Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted October 2, 2024
CIK No. 0002024656
Dear Ngee Woon Lim:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in
our August 19, 2024 letter.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted October 2, 2024
Principal Shareholders and the Selling Shareholders, page 112
1.Please disclose if there is any family relationship between Duncan Miao and Tai Wai
David Miao. Refer to Item 6.A.4 of Form 20-F.
Resale Prospectus Cover Page, page A-i
2.Please revise to include the price of the shares sold in the firm commitment offering.

October 8, 2024
Page 2
Resale Shareholders, page A-16
3.We note the size of the resale offering compared to the size of the primary offering.
Please tell us why you are registering the resale offering at this time and how you
determined the number of ordinary shares being registered in connection with the
resale offering. Please also disclose the details of the transaction(s) in which the
selling shareholders received the shares covered by the resale prospectus and the
length of time the selling shareholders have held the shares, with a view to
understanding whether the resale portion of the offering should be deemed an indirect
primary being conducted by or on behalf of the issuer, consistent with Question
612.09 of the Securities Act Rule Compliance and Disclosure Interpretations.
Resale Shareholders Plan of Distribution, page A-17
4.We note your disclosure on page alt-17 that your selling shareholders may use
purchases by a broker-dealer as principal to sell its securities. Please confirm your
understanding that the retention by a selling shareholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective
amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.
            Please contact Dale Welcome at 202-551-3865 or Claire Erlanger at 202-551-3301 if
you have questions regarding comments on the financial statements and related
matters. Please contact Patrick Fullem at 202-551-8337 or Erin Purnell at 202-551-3454 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing
cc:Lawrence S. Venick, Esq.