SEC Company Response from DT House Ltd (CIK 0002047713) — Sep 18, 2025
DT House Ltd (CIK 0002047713)
Date: Sept. 18, 2025 · CIK: 0002047713 · Accession: 0001213900-25-089138
AI Filing Summary & Sentiment
File numbers found in text: 333-285475
Referenced dates: September 17, 2025
Letter
Via EDGAR Division of Corporation Finance Office of Trade & Services DT House Limited Registration Statement on Form F-1 Response to the Staff’s Comments Dated September 17, 2025 File No. 333-285475
Re:
Dear Mr. Jones, Mr. Shenk and Ms. Reed:
On behalf of our client, DT House Limited (the “Company”), a foreign private issuer incorporated in the Cayman Islands (the “Company”), we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 17, 2025 on the Company’s registration statement on Form F-1 submitted on September 5, 2025. Concurrently with the submission of this letter, the Company is filing its Amendment No.5 on Form F-1 (the “Amendment No.5”) and certain exhibits via EDGAR to the Commission.
The Staff’s comments from its letter dated September 17, 2025 are repeated below in bold and followed by the Company’s responses. We have included page numbers to refer to the location in the Amendment No.5 of the Registration Statement where the language addressing the comments appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Amendment No. 4 to Registration Statement on Form F-1 filed September 5, 2025
Exhibit Index, page II-5
1. Please file a revised opinion of counsel that covers the increased number of ordinary shares being registered in the offering. We note that Exhibit 5.1 reflects an offering of “up to 1,875,000 Ordinary Shares.”
In response to the Staff’s comment, the Company has filed the following revised opinions of counsels in the exhibits of Amendment No.5:
Exhibit 5.1 Opinion of Conyers Dill & Pearman regarding the validity of the Ordinary Shares being registered
Exhibit 8.1 Opinion of Conyers Dill & Pearman regarding certain taxation matters of the Cayman Islands (including in Exhibit 5.1)
Exhibit 8.3 Opinion of Conyers Dill & Pearman regarding certain taxation matters of the British Virgin Islands
If you have any questions or further comments regarding the Amendment No.5 of the Registration Statement, please contact me by phone at +852 2230 3535 or via email at Virginia.Tam@klgates.com.
Very truly yours,
/s/ Virginia Tam
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CORRESP
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filename1.htm
September 18, 2025
Via EDGAR
Division of Corporation Finance
Office of Trade & Services
U.S. Securities and Exchange Commission
100 F Street, NE
Washington, D.C., 20549
Re:
DT House Limited
Registration Statement on Form F-1
Response to the Staff’s Comments Dated September 17, 2025
File No. 333-285475
Dear Mr. Jones, Mr. Shenk and Ms. Reed:
On behalf of our client, DT
House Limited (the “Company”), a foreign private issuer incorporated in the Cayman Islands (the “Company”),
we submit to the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated September 17, 2025
on the Company’s registration statement on Form F-1 submitted on September 5, 2025. Concurrently with the submission of this letter,
the Company is filing its Amendment No.5 on Form F-1 (the “Amendment No.5”) and certain exhibits via EDGAR to the Commission.
The Staff’s comments
from its letter dated September 17, 2025 are repeated below in bold and followed by the Company’s responses. We have included page
numbers to refer to the location in the Amendment No.5 of the Registration Statement where the language addressing the comments appears.
Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration Statement.
Amendment No. 4 to Registration Statement
on Form F-1 filed September 5, 2025
Exhibit Index, page II-5
1.
Please file a revised opinion of counsel that covers the increased number of ordinary shares being registered in the offering. We note that Exhibit 5.1 reflects an offering of “up to 1,875,000 Ordinary Shares.”
In response to the Staff’s
comment, the Company has filed the following revised opinions of counsels in the exhibits of Amendment No.5:
Exhibit 5.1
Opinion of Conyers Dill & Pearman regarding the validity of the Ordinary Shares being registered
Exhibit 8.1
Opinion of Conyers Dill & Pearman regarding certain taxation matters of the Cayman Islands (including in Exhibit 5.1)
Exhibit 8.3
Opinion of Conyers Dill & Pearman regarding certain taxation matters of the British Virgin Islands
If you have any questions
or further comments regarding the Amendment No.5 of the Registration Statement, please contact me by phone at +852 2230 3535 or via email
at Virginia.Tam@klgates.com.
Very truly yours,
/s/ Virginia Tam
Name:
Virginia Tam
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