SecProbe.io

March 27, 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
Registration Statement on Form F-1
Filed March 3, 2025
File No. 333-285475
Dear Yuran Yin:
            We have reviewed your registration statement and have the following comment(s).
            Please respond to this letter by amending your registration statement and providing
the requested information. 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 any amendment to your registration statement and the information
you provide in response to this letter, we may have additional comments.
Registration Statement on Form F-1 filed March 3, 2025
Risk Factors
Risks Related to Doing Business in Hong Kong, page 31
1.Given your level of operations in Hong Kong and that one of your operating
subsidiaries is organized in Hong Kong, discuss whether there are limitations on your
ability to transfer cash between you, your subsidiaries, or investors under Hong Kong
or PRC laws and regulations. State that, to the extent cash in the business is in the
PRC or Hong Kong or a PRC or Hong Kong entity, the funds may not be available to
fund operations or for other use outside of the PRC or Hong Kong due to
interventions in or the imposition of restrictions and limitations on the ability of you
or your subsidiaries by the PRC government to transfer cash.

March 27, 2025
Page 2
2.Please clarify where appropriate whether you are subject to permissions requirements
from the China Securities Regulatory Commission, including pursuant to the Trial
Measures imposing certain filing requirements for direct and indirect overseas listings
and offerings, in connection with your business operations or this offering.
Risks Related to Our Ordinary Shares
The future sales of Ordinary Shares by existing shareholders, including the sales pursuant to
the Resale Prospectus..., page 42
3.Please specify the percentage of public float that the resale shares will constitute, as
well as the "lower price" at which the selling shareholder acquired the resale shares.
Elaborate on the potential consequences that the resale offering could have on your
listing status and ability to meet Nasdaq continued listing standards.
Capitalization, page 55
4.Please revise to remove the "With full exercise of over-allotment option" column or
explain to us why you deem this transaction probable of occurring. This comment also
applies to your Dilution section on page 56.
Dilution, page 56
5.We note your response to prior comment 8. It appears the historical net tangible book
value of $1,063,075 should be reduced by the historical deferred offering costs of
$369,769 that are considered to be intangible assets. Please revise all applicable
amounts in this section.
Material Income Tax Considerations, page 113
6.We note your response to prior comment 18 and reissue in part. Please 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. Also, given the statement in the prospectus
that the discussion of BVI income tax consequences is the opinion of Conyers, please
include an appropriate short-form tax opinion as required by Section III.B.2 of Staff
Legal Bulleting No. 19; in this regard, it appears that Exhibit 5.1 only opines on the
tax consequences under Cayman Islands law. Finally, revise paragraphs A(i) and (ii)
of Exhibit 8.2 to clarify that these assumptions are limited to parties other than the
company.
Item 7. Recent Sales of Unregistered Securities, page II-1
7.Provide the information required by Item 701 of Regulation S-K with respect to the
"private sale" of the resale shares, or explain why you are not required to do so.
General
We note that you have added a resale prospectus to the registration statement. Please
explain to us why you have elected to register the resale concurrently with the initial
public offering and why you believe that the resale transaction is appropriately
characterized as a secondary offering. For guidance, refer to Securities Act Rule
Compliance and Disclosure Interpretations Question 612.09. In your response, 8.

March 27, 2025
Page 3
provide further detail regarding the background and nature of the transaction by which
Bright Nova Development Limited ("Bright Nova") acquired its shares. Additionally,
refer to your statement that, "The Selling Shareholder has represented to the Company
that it will consider selling some or all of our Ordinary Shares registered pursuant to
this registration statement immediately after the pricing of the offering...as requested
by the underwriters for such offering in order to create an orderly, liquid market for
the Ordinary Shares." Explain why the underwriters may "request" that a market for
the shares be facilitated through the resale offering rather than the IPO and whether
there is any agreement in place between Bright Nova and the underwriter. Lastly,
please clarify the size of the resale offering, as we note alternating references to
654,938 shares and 654,937 shares.
9.We note your statement in the explanatory note at the outset of the filing that the
"Resale Shares will only be offered once the Ordinary Shares are listed on [Nasdaq]"
and the IPO consummated. Please revise your disclosure regarding the resale offering
throughout for consistency with this statement, and remove from the resale prospectus
alternate pages disclosure implying that the resale shares are part of the IPO. For
example, we note that you state within the explanatory note that the two offerings may
take place "concurrently," and in the resale prospectus alternate pages you refer at
several points to "the closing of this Offering."
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence
of action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            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 Rebekah 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
cc:Virginia Tam