SecProbe.io

December 18, 2024
Seto Wai Yue
Chief Executive Officer
Dreamland Limited
c/o No. 5, 17th Floor
PeakCastle, No. 476 Castle Peak Road
Cheung Sha Wan
Kowloon, Hong Kong
Re:Dreamland Limited
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted December 5, 2024
CIK No. 0002041338
Dear Seto Wai Yue:
            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 November 14, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note the revisions you made on page 9 in response to prior comment 3 and we
reissue the comment in part. Please disclose on the cover page the location of your
auditor’s headquarters and whether and how the Holding Foreign Companies
Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and
related regulations will affect your company.

December 18, 2024
Page 2
2.We note your response to prior comment 5 and your related revisions to your
disclosures. Please revise your reference to the low-end of the offer price range on
page 45 to be in line with those revisions.
About This Prospectus, page 1
3.We note the revisions you made in response to prior comment 6. We further note you
disclose that you "have not independently verified the data" obtained from internal
company surveys, market research, consultant surveys, reports of governmental and
international agencies and industry publications and surveys. This statement appears
to imply a disclaimer of responsibility for this information in the registration
statement. Please either revise this section to specifically state that you are liable for
all information in the registration statement or remove such implication.
Prospectus Summary
Corporate Structure, page 6
4.We note the revisions you made in response to prior comment 6. Please revise to
address the following:
•If correct, include the name "Dreamland Limited" in the diagram box representing
"Our Company"; and
•Clarify whether Our Company's 100% interest in Goal Success, and Goal
Success's 100% interest in Trendic, represent equity or voting interests. If the
percentages represent voting interests, revise to also disclose ownership of the
equity interests in the two entities.
Please make conforming changes to the diagram on page 67.
Business
Experience events, page 74
5.We note your response to prior comment 12. Please revise to state that no payments
under these agreements have been made to date. Additionally, please tell us and revise
to disclose whether you have made any payments under the new collaboration
agreements, and if so, explain how you accounted for the amounts.
Management
Related Party Transactions, page 110
6.We note your response to prior comment 16 and reissue the comment in part. Please
expand to address the following:
•Regarding the amount due from Ms. Seto, describe the nature of the transaction
and disclose the date the outstanding balance was fully repaid;
•Regarding the proceeds from and payments to a shareholder, identify the
shareholder(s) and describe the nature of the transaction(s). Additionally, disclose
the largest amount outstanding during the period covered and disclose the date the
outstanding amount due from the shareholder was fully repaid; and
•Regarding the loan from Ms. Seto, disclose the largest amount outstanding during
the period covered and the latest practicable date.

December 18, 2024
Page 3
Part II - Information Not Required in Prospectus
Item 7. Recent Sales of Unregistered Securities, page II-1
7.We note your response to prior comment 20. Please revise to disclose the nature and
aggregate amount of consideration received by you for the share issued to Ms. Seto on
July 5, 2024.
            Please contact Aamira Chaudhry at 202-551-3389 or Theresa Brillant at 202-551-
3307 if you have questions regarding comments on the financial statements and related
matters. Please contact Austin Stanton at 202-551-2197 or David Gessert at 202-551-2326
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Louise Liu, Esq.