SecProbe.io

January 31, 2025
Yuran Yin
Chief Executive Officer
DT House Ltd
First Floor, Incubator Building
Masdar City, Abu Dhabi, United Arab of Emirates
Re:DT House Ltd
Draft Registration Statement on Form F-1
Submitted January 3, 2025
CIK No. 377-07662
Dear Yuran Yin:
            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 January 3, 2025
Cover Page
We note your disclosure that you will be a "controlled company" under Nasdaq listing
rules upon consummation of the offering due to Ms. Yin's ownership of ordinary
shares. Given such disclosure, please revise your statement that Ms. Yin "will have
the ability to control or significantly influence the outcome of matters requiring
approval by shareholders" to state that such matters include the election of directors,
amendment of organizational documents, and approval of major corporate
transactions. Make conforming revisions to the risk factor disclosure at page 48
stating that Ms. Yin "has substantial influence" and "may be able to exert significant
voting influence over [y]our business" and on page 4 where you discuss the 1.

January 31, 2025
Page 2
Controlling Shareholder's ownership interests after the offering. Also, on the
prospectus cover page and in the definition of "Controlling Shareholder," please state
that Ms. Yin is the Chief Executive Officer of the company.
Prospectus Summary
Business Overview, page 1
2.We note your disclosure that your travel-related services are "part of [y]our corporate
consultancy services around the ESG thematic" and that you believe your "travel-
related services would bring about a synergistic effect to [y]our corporate consultancy
services from the ESG perspectives." As disclosure elsewhere implies that your
corporate consultancy and travel-related services are distinct revenue streams, please
revise your disclosure to better explain how these services are related to one another.
Additionally, please revise the overview of your travel-related services to
acknowledge your limited activities to date. For example, we note from the business
disclosure that you have entered into two merchant agreements with travel platforms
Trip.com Group Limited and Fliggy, whereas here you state that customers also
consist of "other travel agencies...as well as other corporations and institutes."
3.Please balance disclosure of revenues for the years ended September 30, 2023 and
2024 with disclosure of your costs and expenses for the same time period. Make
conforming revisions at the outset of your business disclosure at page 70.
Risk Factors
Risks Related to Our Business and the Industry, page 15
4.Please ensure that the risk factors in this section reflect your current capacities and the
products and services you offer. For example, at page 16 you mention "our taxation
and accounting practices" and "our mix of practice offerings," whereas it appears from
pages 72-73 that you offer only ESG-related consulting services, and it is unclear
which "international operations" aside from those in Hong Kong and Abu Dhabi you
are referring to at page 19. Identify the "historical rate[s] of growth" and "rapid
growth" you refer to at page 18 in order to provide context for your statement that you
"anticipate significant continuing growth in the foreseeable future."
We have not entered into long-term sales agreements with our clients and our sales may
fluctuate..., page 26
5.Please elaborate on the meaning of your statement that you offer corporate
consultancy services "on a modularized basis" and explain how this impacts your fee
arrangements with customers. Address risks associated with the concentration of
revenues among certain "major customers" in the fiscal years ended September 30,
2024 and 2023.
Risks Related to Doing Business in the UAE
Global economic uncertainty and unfavorable global economic conditions..., page 31
We note your disclosure that you may be adversely impacted by "general conditions
in the global economy," including "increased inflation," as well as your discussion at
page 62 of levels of  discretionary spending due to "factors such as economic
slowdown" as a major factor impacting your results of operation. If recent inflationary 6.

January 31, 2025
Page 3
pressures have materially impacted your operations, please revise this risk factor to
identify the types of inflationary pressures you are facing and how your business has
been affected.
Industry and Market Data, page 49
7.As most information in this section is attributed to Mordor Intelligence, please clarify
whether you commissioned any data or report from Mordor Intelligence or other third-
party sources. If so, disclose as much and file their written consent as an exhibit to the
registration statement. Refer to Rule 436 under the Securities Act.
Dilution, page 57
8.Please tell us your consideration of deducting deferred offering costs in your
calculation of net tangible book value.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Major Factors Affecting Our Results of Operations, page 62
9.Please briefly discuss any key "regulations that mandate disclosure or reporting of
[clients'] ESG or sustainability practices" that impact your clients in the regions in
which you operate and, therefore, demand for your corporate consultancy services.
You state here and in the related risk factor at page 23 that changes in ESG and
sustainability-related regulations could impact your results of operations, but it is
unclear whether any in particular are material to the level of demand for your services.
For example, we note the specific references to "Sustainability Accounting Standards
Board" and "MSCI ESG Ratings" at page 72.
Business
Overview, page 70
10.Revise the statement that your corporate consultancy clients "consist of public
companies in the United States and Hong Kong, as well as...private corporations in
the UAE, Hong Kong and southeast Asia" or provide additional context to clarify how
this is consistent with your disclosure at page 71 that you currently "do not have any
business presence in the U.S. and Singapore." Where you discuss your expansion
plans, please address associated timing and costs, to the extent known.
Our Challenges, page 72
11.Please enhance your discussion of the challenges facing your business to provide a
level of detail comparable to that which is provided for your competitive strengths and
strategies.
Our Services
Corporate consultancy services, page 72
While we note your disclosure regarding the various "packages" of ESG consulting
services that you offer, please provide additional detail regarding your standard
contracts or arrangements with corporate consultancy customers. For example,
explain how fees are structured, the typical length of such agreements, any material
termination or liability provisions, etc., and file a form of such agreement as an 12.

January 31, 2025
Page 4
exhibit or tell us why you are not required to do so. Explain whether and how the
ability of clients to "subscribe to [y]our AI Agent" works in tandem with these
arrangements and whether any clients have actually subscribed to this artificial
intelligence program.
Information Technology Infrastructure, page 73
13.Clarify the status of development and utilization of your "AI Agent," as the statements
here and at page 24 that it "is being developed by an external information technology
consultant engaged by us" and "is still under development" appear inconsistent with
disclosure throughout indicating that it is already used and available to "be subscribed
by [y]our clients...at a fee." Please also provide a definition of "artificial intelligence"
in the context of your business, elaborate on whether you are developing proprietary
technology, utilizing open-source technology, and/or licensing the use of such
technology, and explain the types and origins of data collected by your artificial
intelligence platform. For example, clarify whether your artificial intelligence or
machine learning models use outside data sources, such as publicly available datasets,
or if they are closed-loop systems. Lastly, please enhance your risk factor disclosure
to address the material risks to your business, operations, and financial condition in
connection with the use and development of products using artificial intelligence
technology, as we note that your risk factor disclosure at page 24 only speaks briefly
to risks "if [y]our AI Agent does not work as planned." Revise or explain your
reference to "[y]our all-in-one shipping solution" in conjunction with disclosure
regarding the AI Agent in this section.
Travel-related services, page 74
14.Please provide a clear, concise explanation as to how revenues are earned and other
amounts or commissions paid under the merchant agreements with Trip.com Group
Limited and Fliggy. We note that you characterize these travel platforms as your
"customers" throughout, but it also appears that you pay them certain annual and
transaction fees and are charged commissions. Additionally, file full versions of these
agreements as exhibits to the registration statement. In this regard, Exhibit 10.9 is not
in translated form, and Exhibit 10.10 does not include signatures or the "fee schedule"
referenced in the agreement. To the extent applicable, comply with the requirements
of Item 601(b)(10)(iv) in redacting specific provisions or terms of these exhibits.
15.Please clarify whether the "travel suppliers" discussed in your risk factor disclosure at
page 29 are distinct from the "travel platforms" with which you have entered into
merchant agreements. If so, please address the role of travel suppliers in this aspect of
your business and disclose whether you are dependent on any in particular.
Regulations, page 79
For each of the government regulations that you identify and summarize, please also
describe their material effects on your business. Refer to Item 4.B.8 of Form 20-F. For
example, it is unclear how trademark and copyright laws impact your business given
disclosure at page 78 that you have no trademark or patents, and while data privacy
regulations are discussed in risk factors as potentially materially affecting your
business, your discussion of Hong Kong and UAE data protection laws does not 16.

January 31, 2025
Page 5
provide detail as to how they impact you.
Related Party Transactions, page 99
17.Please explain the basis on which Sealion Venture Partners Ptd. Ltd. is a related party
by identifying its controlling shareholder that is the CFO designate of the company.
Additionally, we note that the company acquired UFox in June 2024 from Lilin Hu,
one of your executive officers. Please provide the information required by Item 7.B
with respect to this transaction or explain why you believe you are not required to do
so.
Material Income Tax Considerations, page 113
18.As you state that the discussions in this section regarding BVI and Hong Kong
law constitute the opinions of Conyers and K M Lai & Li, respectively, please file the
related short-form tax opinions as required by Section III.B.2 of Staff Legal Bulletin
No. 19. Also revise the statement in the last paragraph of Exhibit 5.1 that counsel
consents to the references to it in Enforceability of Civil Liabilities and Legal Matters
to include the references to it in Material Income Tax Considerations. Finally, please
revise Section 2.9 of Exhibit 5.1 to clarify that the assumption regarding "due
execution and delivery thereof" is limited to parties other than the Company.
Notes to Consolidated Financial Statements, page F-7
19.You disclose you are a holding company and you rely on dividends and other
distributions by your subsidiary for your cash and financing requirements. Please
explain to us your consideration and application of Rules 4-08(e), 5-04(c) Schedule I
and 12-04 of Regulation S-X.
General
20.Please provide us with additional information regarding the level of operations that
you conduct in Hong Kong. In this regard, we note that you "derive a significant part
of [y]our revenue from operations in Hong Kong," generated all revenues in Hong
Kong in 2023, and generated half of all revenues in Hong Kong in 2024. We further
note that one director nominee and some percentage of employees are located in Hong
Kong, and that you have provided some but not all disclosure sought by the Sample
Letter to China-Based Companies issued by the Staff in December 2021. We also note
that your operating subsidiary in the UAE was not formed until August 2024. Provide
further details, including the location of your employees and major customers and/or
suppliers and the percentage of revenues generated in Hong Kong thus far in 2025 (if
possible), that would help us better understand whether you are based in or have a
majority of your operations in Hong Kong.
21.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. 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.

January 31, 2025
Page 6
            Please contact Tony Watson at 202-551-3318 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kelly Reed at 202-551-5332 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services