SecProbe.io

CORRESP
 1
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 Dominari Securities LLC

 725 Fifth Avenue, 23rd Floor

 New York, NY 10022

 June 18, 2025

 VIA EDGAR

 U.S. Securities & Exchange Commission

 Office of Life Sciences

 Division of Corporation Finance

 100 F Street, NE

 Attn: Dale Welcome / Claire Erlanger

 Re:
 Kandal M Venture Limited

 Registration Statement on Form F-1

 Initially Filed October 23, 2024, as amended

 File No. 333-282786

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and
Regulations under the Securities Act of 1933, as amended (the "Act"), the undersigned representative of the underwriters of
the offering hereby join in the request of Kandal M Venture Limited (the "Company") that the effective date of the above-referenced
Registration Statement be accelerated so as to permit it to become effective at 4:30 p.m., Eastern Time, on June 23, 2025, or as soon
thereafter as practicable, or at such other time as the Company or its outside counsel, Loeb & Loeb LLP, requests by telephone that
such Registration Statement be declared effective.

 Pursuant to Rule 460 of the Act, please be advised
that there will be distributed to each underwriter or dealer, who is reasonably anticipated to participate in the distribution of the
security, as many copies of the proposed form of preliminary prospectus as appears to be reasonable to secure adequate distribution of
the preliminary prospectus.

 The undersigned advises that the several underwriters
have complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended.

 Very truly yours,

 Dominari Securities LLC

 as representatives of the several underwriters

 By:
 /s/ Eric Newman

 Name:
 Eric Newman

 Title:
 Executive Vice President, Global Head of Investment Banking

CORRESP
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 Kandal M Venture Limited

 Padachi Village, Prek Ho Commune, Takhmao Town,
Kandal Province, Kingdom of Cambodia

 June 18, 2025

 U.S. Securities & Exchange Commission

 Office of Life Sciences

 Division of Corporation Finance

 100 F Street, NE

 Attn: Dale Welcome / Claire Erlanger

 Re:
 Kandal M Venture Limited

 Registration Statement on Form F-1

 Initially Filed October 23, 2024, as amended

 File No. 333-282786

 Pursuant to Rule 461 under
the Securities Act of 1933, as amended, Kandal M Venture Limited. hereby requests acceleration of effectiveness of the above referenced
Registration Statement so that it will become effective at 4:30 p.m., Eastern Time, on June 23, 2025, or as soon as thereafter practicable.

 Very truly yours,

 /s/ Duncan Miao

 Duncan Miao

 Chairman of the Board of Directors

 cc:
 Loeb & Loeb LLP

 The Crone Law Group, P.C.

CORRESP
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 June 6, 2025

 Via Edgar Transmission

 Ms. Erin Purnell

 Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade & Services

 Washington, D.C. 20549

 Re:

 Kandal M Venture Ltd
 Amendment No. 4 to Registration Statement on Form
 F-1
 Filed May 30, 2025
 File No. 333-282786

 Dear Ms. Purnell:

 As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated June 3, 2025 from the Securities and Exchange Commission
(the " Commission ") in which the staff of the Commission (the " Staff ") commented on the above-referenced Registration Statement on Form F-1 (the " Form F-1 ").

 For the Staff's convenience,
the Staff's comment has been stated below in its entirety, with the Company's response set out immediately underneath such
comment.

 Amendment No. 4 to Registration Statement on Form F-1 Management
Compensation of

 Directors and Executive Officers, page 114

 1. Please update your compensation disclosure to reflect the fiscal year ended March 31, 2025.

 Response: In response to the
Staff's comment, the Company has amended the relevant disclosures on page 114 of the Registration Statement.

 * * *

 Please contact the undersigned
at (852) 3923-1188 if you have any questions with respect to the responses contained in this letter.

 Sincerely,

 /s/ Lawrence S. Venick

 Lawrence S. Venick

 Direct Dial: +852.3923.1188

 Email: lvenick@loeb.com

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 June 3, 2025

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. 4 to
 Registration Statement on Form F-1
 Filed May 30, 2025
 File No. 333-282786
Dear Ngee Woon Lim:

 We have reviewed your amended registration statement and have the
following
comment.

 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.

Amendment No. 4 to Registration Statement on Form F-1
Management
Compensation of Directors and Executive Officers, page 114

1. Please update your compensation disclosure to reflect the fiscal year
ended March 31,
 2025.
 June 3, 2025
Page 2

 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 Erin Purnell at 202-551-3454 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Lawrence S. Venick, Esq.
</TEXT>
</DOCUMENT>

CORRESP
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October 23, 2024

Via Edgar Transmission

Mr. Patrick Fullem/Mr. Erin Purnell

Securities and Exchange Commission

Division of Corporation Finance

Office of Real Estate & Construction

Washington, D.C. 20549

    Re:
    Kandal M Venture Ltd (the “Company”)

                                            Amendment No.4 to Draft Registration Statement on Form F-1

                                            Submitted October 10, 2024

                                            CIK No. 0002024656

Dear Mr. Fullem/Mr. Purnell,

As counsel for the Company
and on its behalf, this letter is being submitted in response to the letter dated October 21, 2024 from the Securities and Exchange Commission
(the “Commission”) in which the staff of the Commission (the “Staff”) commented on the above-referenced
Draft Registration Statement on Form F-1 (the “Form F-1”).

For the Staff’s convenience,
the Staff’s comment has been stated below in its entirety, with the Company’s response set out immediately underneath such
comment.

Amendment No. 4 to Draft Registration Statement
on Form F-1 submitted October 10, 2024

General

1. We note your response to prior comment 3. It does not
appear your response letter addressed the considerations under Question 612.09 of the Securities Act Rule Compliance and Disclosure Interpretations
as it pertains to DMD Ventures Limited. We reissue the comment in full. 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. In addition, your analysis of the number of shares involved
should address the total number of shares offered for resale as they compare to the amount of shares to be sold in the primary offering,
instead of the individual ownership of each selling shareholder.

Response: In response
to the Staff’s comment, the offering structure has been revised and the number of Class A Ordinary Shares being offered by the Resale
Shareholder has been reduced to 968,750 shares. The Resale Shareholder is DMD Venture Limited, which is the Controlling Shareholder of
the Company. The revised resale shares represent approximately 35.1% of the primary offering (being 2,100,000 Class A Ordinary Shares
and 656,250 Class A Ordinary Shares offered by the Selling Shareholders). DMD Venture Limited owns 66% of the issued Shares of the Company.
55% and 45% of the issued shares of DMD Venture Limited are legally and beneficially owned by Mr. Tai Wai David Miao and Mr. Duncan Miao
(“Mr. Miao”), respectively. Mr. Tai Wai David Miao is Mr. Miao’s father, and Mr. Miao is a director and the chairman
of our Board. Mr. Tai Wai David Miao and Mr. Miao are the founders of the Company and they received the shares of FMF, the Group’s
key operating subsidiary on April 5, 2017 and have held the shares since then. They received the Class A Ordinary Shares of the Company
during the corporate reorganization in preparation for the proposed listing.

Based on the above,
the Company believes that the registration of the Class A Ordinary Shares on behalf of the Resale Shareholder is not a transaction by
or on behalf of the issuer on the bases that the Company will not receive any proceeds from the sale of these shares by the Resale Shareholder
nor has the Resale Shareholder entered into an agreement with the Company for us to receive any of the proceeds from the sale of any of
the resale shares, nor is a transaction by or on behalf of the Company and that the Resale Shareholder is not acting as conduits for the
Company.

Please contact the undersigned
at (1) 310-728-5129 you have any questions with respect to the responses contained in this letter.

Sincerely,

    /s/ Lawrence S. Venick, Esq.

    Lawrence S. Venick

    Direct Dial:
    +1 310-728-5129

    Email:
    lvenick@loeb.com

October 21, 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. 4 to Draft Registration Statement on Form F-1
Submitted October 10, 2024
CIK No. 0002024656
Dear Ngee Woon Lim:
            We have reviewed your amended draft registration statement and have the following
comment.
            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 October 8, 2024 letter.
Amendment No. 4 to Draft Registration Statement on Form F-1 submitted October 10, 2024
General
We note your response to prior comment 3. It does not appear your response letter
addressed the considerations under Question 612.09 of the Securities Act Rule
Compliance and Disclosure Interpretations as it pertains to DMD Ventures Limited.
We reissue the comment in full. 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 1.

October 21, 2024
Page 2
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. In addition,
your analysis of the number of shares involved should address the total number of
shares offered for resale as they compare to the amount of shares to be sold in the
primary offering, instead of the individual ownership of each selling shareholder.
            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.

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.

August 19, 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. 1 to Draft Registration Statement on Form F-1
Submitted August 5, 2024
CIK No. 0002024656
Dear Ngee Woon Lim:
            We have reviewed your amended 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. Unless we note otherwise, any references to prior comments are to comments in our
July 25, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1 submitted August 5, 2024
General
1.We note that you have experienced supply chain disruptions due to congestion and delays
across global shipping networks. Revise to discuss known trends or uncertainties resulting
from mitigation efforts undertaken, if any. Explain whether any mitigation efforts
introduce new material risks, including those related to product quality, reliability, or
regulatory approval of products.

August 19, 2024
Page 2
Compensation of Directors and Executive Officers, page 109
2.We note your response to comment 10. Please provide the disclosure required by Item
4(a) of Form F-1 and Item 6.B.1 of Form 20-F with respect to your executive officers.
            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.

July 25, 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
Draft Registration Statement on Form F-1
Submitted June 28, 2024
CIK No. 0002024656
Dear Ngee Woon Lim:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 submitted June 28, 2024
Cover Page
1.Please revise your cover page to discuss the dual class nature of your capital structure.
Industry and Market Data, page v
We note your disclosure that you obtained some of the market and industry data included
in the registration statement from various third-party sources and that you have not
independently verified the data. This statement appears to imply a disclaimer of
responsibility for this information in the registration statement. Please either revise this
section to remove such implication or specifically state that you are liable for all
information in this registration statement.2.

July 25, 2024
Page 2

Prospectus Summary, page 1
3.Please revise your summary to present an objective description of the challenges and/or
weaknesses of your business and operations. For example, you highlight your growth
strategies and competitive strengths without equally prominent disclosure regarding your
weaknesses.
Risk Factors
Our operations may be affected by the congestion..., page 24
4.We note your risk factor that your supply chain may be impacted by the congestion and
delays across global shipping networks. Update your risks characterized as potential if
recent supply chain disruptions have impacted your operations.
Capitalization, page 48
5.We note that the amount reflected in the Capitalization table for Net banks and other
borrowings is $3,182,940.  However, we note that the amount of current and long-term
borrowings reflected on the audited balance sheet and described in Note 14 is
$7,184,114.  Please explain to us why you have not included all long-term obligations as
well as current maturities of long-term obligations in your Capitalization table, or revise
accordingly.
Our Strategies, page 67
6.We note your disclosure here that you plan to design and develop a website. We also note
your disclosure on page 12 of your website address. Please reconcile.
7.We note your disclosure that you plan to enhance and expand your production capacity
and establish a new design and development center. Please revise to include specific,
concrete information regarding these plans, including expected timing, capacity increases,
and capital requirements.
Management, page 101
8.Please revise to include when Ngee Woon Lim was appointed chief executive officer.
Foreign Private Issuer Exemption, page 106
9.Please revise to state clearly and explicitly whether you will rely on the home country
practices discussed in this section.
Compensation of Directors and Executive Officers, page 107
10.Please provide the disclosure required by Item 4(a) of Form F-1 and Item 6.B.1 of Form
20-F.
Related Party Transactions, page 108
We note that your disclosure in this section appears to be current through March 31, 2024.
Please update this section to reflect the information for the period beginning since the
beginning of your preceding three financial years up to the date of the document. Refer to 11.

July 25, 2024
Page 3
Item 7.B of Form 20-F.
General
12.We note your disclosure on page F-8 that the principal activities of Prospect Focus
Limited are sale of handbags, small leather goods and accessories. Please revise your
prospectus summary and business section to include the principal activities of Prospect
Focus Limited. We also note your disclosure that Prospect Focus Limited is a trading
company. Please revise your disclosure to clarify the meaning of trading company.
13.Please provide us 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, whether or not you retained or intend to retain copies of these
communications. Please contact legal staff associated with the review of this filing to
discuss how to submit the materials, if any, to us for review.
            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