SecProbe.io

CORRESP
 1
 filename1.htm

 Bancroft
Capital, LLC

 501
Office Center Drive, Suite 130

 Fort
Washington, PA 19034

 June
27, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street NE

 Washington,
D.C. 20549

 Re:
 Dreamland
 Limited (the "Company")

 Registration
 Statement on Form F-1 (the "Registration Statement")

 File
 No. 333-286471

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the "Securities Act"), Bancroft Capital, LLC, as representative
of the underwriters, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will
become effective at 4:00 p.m. Eastern Time on June 30, 2025 or as soon thereafter as practicable, or at such later time as the Company
or its counsel may request via telephone call to the staff.

 Pursuant
to Rule 460 under the Securities Act, we wish to advise you that the underwriters have distributed as many copies of the preliminary
prospectus to underwriters, dealers, institutions, and others as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

 The
undersigned confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating
underwriters that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as
amended, in connection with the above-referenced issue.

 [Signature
Page Follows]

 Bancroft
Capital, LLC

 501
Office Center Drive, Suite 130

 Fort
Washington, PA 19034

 Very
 truly yours,

 Bancroft
 Capital, LLC

 By:
 /s/
 Robert L. Malin

 Name:

 Robert
 L. Malin

 Title:
 Managing
 Director

 [Signature Page to Acceleration Request]

CORRESP
 1
 filename1.htm

 June
27, 2025

 VIA
EDGAR

 Ms.
Irene Paik

 Mr.
David Gessert

 Ms.
Aamira Chaudhry

 Ms.
Theresa Brillian

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities and Exchange Commission

 100
F Street N.E.

 Washington,
DC 20549

 Re:
 Dreamland
 Limited

 Amendment
No.3 to

 Registration
Statement on Form F-1, as amended (File No. 333-286471)

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 of the General Rules and Regulations (" Rule 461 ") under the Securities Act of 1933, as amended, Dreamland
Limited (the " Company ") hereby requests that the Securities and Exchange Commission (the " Commission ")
take appropriate action to cause the above-referenced Registration Statement on Form F-1, as amended (the " Registration Statement ")
to become effective at 4:00 p.m. Eastern Time, on June 30, 2025, or as soon thereafter as practicable.

 If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461.
Such request may be made by an executive officer of the Company or by any attorney from the Company's U.S. counsel, Morgan, Lewis
& Bockius.

 The
Company understands that the representative of the underwriters, on behalf of the prospective underwriters of the offering, has joined
in this request in a separate letter filed with the Commission today.

 Please
contact Ms. Louise Liu of Morgan, Lewis & Bockius at +852.3551.8688 or via e-mail at louise.liu@morganlewis.com with any questions
you may have concerning this request. In addition, please notify Ms. Liu when this request for acceleration has been granted.

 ( Signature
page follows )

 Very truly yours,

 Dreamland Limited

 By:
 /s/
 Seto Wai Yue

 Name:
 Seto Wai Yue

 Title:
 Chief Executive Officer
 and Director

 ( Signature
Page to Issuer Acceleration Request )

CORRESP
 1
 filename1.htm

 Morgan,
Lewis & Bockius

 19th
Floor,

 Edinburgh
Tower, The Landmark

 15
Queen's Road Central, Hong Kong

 Direct:
+852.3551.8500

 Fax:
+852.3006.4346

 www.morganlewis.com

 WRITER'S
DIRECT LINE

 +852.3551.8688

 WRITER'S
EMAIL

 louise.liu@morganlewis.com

 May
13, 2025

 Confidential

 Ms.
Aamira Chaudhry

 Ms.
Theresa Brillant

 Ms.
Irene Paik

 Mr.
David Gessert

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Dreamland
 Limited

 Response
 to the Staff's Comments on
 Amendment
 No. 1 Registration Statement on Form F-1
 Filed
 on April 30, 2025
 File
 No. 333-286471

 Dear
Ms. Aamira Chaudhry, Ms. Theresa Brillant, Ms. Irene Paik, and Mr. David Gessert:

 On
behalf of our client, Dreamland Limited, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "),
we submit to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
this letter setting forth the Company's responses to the comments contained in the Staff's letter dated May 7, 2025 on the
Company's registration statement on Form F-1 filed on April 30, 2025 with the Commission. Concurrently with the submission of this
letter, the Company is filing its amended registration statement on Form F-1 (the " Amended Registration Statement ")
via EDGAR to the Commission for review.

 The
Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references
in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise
defined herein have the meanings set forth in the Amended Registration Statement.

 Partners:

 Edwin
 Luk, June Chan, Connie Cheung, Keith Cheung*#, William Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng

 Registered
 Foreign Lawyers:

 Eli
 Gao (New York), Maurice Hoo (California), Alice Huang (California), Mathew Lewis (New York), Louise Liu (New York), Vivien Yu (New
 South Wales), and Ning Zhang (New York)

 *China-Appointed
 Attesting Officer
 #Notary
 Public of Hong Kong

 19th
 Floor
 Edinburgh
 Tower, The Landmark
 15
 Queen's Road Central
 Hong
 Kong

 +852.3551.8500
 +852.3006.4346

 1

 General

 1.
 We
 note your revisions to the Resale Prospectus cover page in response to prior comment 1. Please revise the Resale Prospectus cover
 page to state, if true, that the holding company "will" rely on dividends paid by its subsidiaries, as you do on the
 Public Offering Prospectus cover page. In this regard, we note your current disclosure that you "may" rely on dividends
 and other distributions on equity paid by Trendic. Additionally, we note your disclosure on the Resale Prospectus cover page that
 investors may never directly hold equity interests in Trendic. Please revise to clarify, if true, that Trendic is your wholly owned
 subsidiary, a Hong Kong operating company, and the subsidiary through which you conduct your business. Further, please revise your
 Public Offering Prospectus cover page to disclose (i) that if Trendic incurs debt on its own behalf in the future, the instruments
 governing such debt may restrict their ability to pay dividends to you and (ii) that Trendic declared and paid a dividend of HK$5,500,000
 to its shareholders for the year ended March 31, 2024. In this regard, please refer to your disclosure on your Resale Prospectus
 cover page.

 In
response to the Staff's comment, the Company has revised the disclosure on the Public Offering Prospectus cover page and the
resale prospectus alternate cover page of the Amended Registration Statement.

 2

 If
you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at +852.3551.8688
or via e-mail at louise.liu@morganlewis.com.

 Very
 truly yours

 By:
 /s/
 Louise L. Liu

 Louise
 L. Liu

 Partner

 cc:
 Seto
 Wai Yue, Chief Executive Officer and Director, Dreamland Limited

 W.
 David Mannheim, Nelson Mullins Riley & Scarborough LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 7, 2025

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 Registration Statement on Form F-1
 Filed April 30, 2025
 File No. 333-286471
Dear Seto Wai Yue:

 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. Unless
we note
otherwise, any references to prior comments are to comments in our April 25,
2025 letter.

Amendment No. 1 to Registration Statement on Form F-1
General

1. We note your revisions to the Resale Prospectus cover page in response
to prior
 comment 1. Please revise the Resale Prospectus cover page to state, if
true, that the
 holding company "will" rely on dividends paid by its subsidiaries, as
you do on the
 Public Offering Prospectus cover page. In this regard, we note your
current disclosure
 that you "may" rely on dividends and other distributions on equity paid
by Trendic.
 Additionally, we note your disclosure on the Resale Prospectus cover
page that
 investors may never directly hold equity interests in Trendic. Please
revise to clarify,
 if true, that Trendic is your wholly owned subsidiary, a Hong Kong
operating
 May 7, 2025
Page 2

 company, and the subsidiary through which you conduct your business.
Further,
 please revise your Public Offering Prospectus cover page to disclose (i)
that if Trendic
 incurs debt on its own behalf in the future, the instruments governing
such debt may
 restrict their ability to pay dividends to you and (ii) that Trendic
declared and paid a
 dividend of HK$5,500,000 to its shareholders for the year ended March
31, 2024. In
 this regard, please refer to your disclosure on your Resale Prospectus
cover page.
 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 Irene Paik at 202-551-6553 or David Gessert at
202-551-2326 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Louise Liu, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Morgan,
Lewis & Bockius

 19th
Floor,

 Edinburgh
Tower, The Landmark

 15
Queen's Road Central, Hong Kong

 Direct:
+852.3551.8500

 Fax:
+852.3006.4346

 www.morganlewis.com

 WRITER'S
DIRECT LINE

 +852.3551.8688

 WRITER'S
EMAIL

 louise.liu@morganlewis.com

 April
30, 2025

 Confidential

 Ms.
Aamira Chaudhry

 Ms.
Theresa Brillant

 Ms.
Irene Paik

 Mr.
David Gessert

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Dreamland
 Limited

 Response
 to the Staff's Comments on
 Registration
 Statement on Form F-1
 Filed
 on March 17, 2025
 File
 No. 333-286471

 Dear
Ms. Aamira Chaudhry, Ms. Theresa Brillant, Ms. Irene Paik, and Mr. David Gessert:

 On
behalf of our client, Dreamland Limited, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "),
we submit to the staff (the " Staff ") of the Securities and Exchange Commission (the " Commission ")
this letter setting forth the Company's responses to the comments contained in the Staff's letter dated April 25, 2025 on
the Company's registration statement on Form F-1 filed on April 11, 2025 with the Commission. Concurrently with the
submission of this letter, the Company is filing its amended registration statement on Form F-1 (the " Amended
 Registration Statement ") via EDGAR to the Commission for review.

 The
Staff's comments are repeated below in bold and are followed by the Company's responses. We have included page references
in the Amended Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not
otherwise defined herein have the meanings set forth in the Amended Registration Statement.

 Partners:

 Edwin
 Luk, June Chan, Connie Cheung, Keith Cheung*#, William Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng

 Registered
 Foreign Lawyers:

 Eli
 Gao (New York), Maurice Hoo (California), Alice Huang (California), Mathew Lewis (New York), Louise Liu (New York), Vivien Yu (New
 South Wales), and Ning Zhang (New York)

 *China-Appointed
 Attesting Officer
 #Notary
 Public of Hong Kong

 19th
 Floor
 Edinburgh
 Tower, The Landmark
 15
 Queen's Road Central
 Hong
 Kong

 +852.3551.8500
 +852.3006.4346

 1

 General

 1.
 We
 note your revisions to the resale prospectus alternate cover page in response to our prior comment 1. Please expand your disclosure
 to provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings.
 State whether any transfers, dividends, or distributions have been made to date between the holding company and its subsidiaries, or
 to investors, and quantify the amounts where applicable. Additionally, provide appropriate cross-references to your discussion of
 recent regulatory developments in the PRC and risk factors related to doing business in Hong Kong. Please also discuss your status
 as a "controlled company" as defined under the Nasdaq Stock Market Rules and the impact it will have on shareholders.

 In
response to the Staff's comment, the Company has the Company has revised the disclosure on pages 9, 34, 55 and the resale
prospectus alternate cover page of the Amended Registration Statement.

 The
Company's status as a "controlled company" as defined under the Nasdaq Stock Market Rules is discussed on the cover
page, on pages 12-13, 47 and 111 and on the resale prospectus alternate cover page of the Amended Registration Statement.

 2.
 Please
 revise your signature page to identify and include the signatures of at least a majority of your board of directors. Please refer
 to Instruction 1 to Signatures on Form F-1.

 In
response to the Staff's comment, the Company has the Company has revised the disclosure on page II-4 of the Amended Registration
Statement.

 Note
18. Shareholders Equity, page F-23

 3.
 You
 state that all shares and per share data for all periods presented have been retroactively presented as a result of issuances and
 reclassifications. Please tell us in further detail what issuances you are referring to and explain the nature of the reclassifications.
 Additionally, please explain why earnings per share amounts have been revised.

 In
response to the Staff's comment, the Company is providing the following description of all shares and per share data for all
periods presented that have been retroactively presented as a result of subsequent issuances and reclassifications:

 a)
The Company was incorporated in the Cayman Islands with limited liability on July 5,2024, and the initial 1 fully-paid share was transferred
to Ms. Seto on the same date for cash at par. The initial authorized share capital of the Company is US$100,000 divided into 1,000,000,000
Shares of a par value of US$0.0001 each.

 b)
On August 19, 2024, Ms. Seto and Kilo Wonders (Ms. Yip's nominee) subscribed for 19,059 and 940 Shares for cash at par.

 c)
On August 19, 2024, Ms. Seto, Kilo Wonders and Yield Rights further subscribed for 4,500,939, 234,059 and 245,000 Shares of the Company
for cash at par. Following this step, the Company is held as to 4,519,999, 234,999 and 245,000 Shares by Ms. Seto, Kilo Wonders and Yield
Rights respectively representing 90.4%, 4.7% and 4.9% of the issued share capital of the Company.

 d)
On July 25, 2024, Goal Success was incorporated in the BVI with limited liability. Goal Success is authorized to issue a maximum of 50,000
shares of a single class each with a par value of US$1.00. On July 25, 2024, the Company subscribed for, and Goal Success allotted and
issued to it 1 share for cash at par.

 e)
On March 6, 2025, Ms. Seto, Ms. Yip and the Company entered into an agreement whereby Ms. Seto and Ms. Yip transferred their entire shareholding
interest in Trendic to the Company's nominee, Goal Success. The consideration is settled by the Company allotting and issuing 1
Share to each of Ms. Seto and Kilo Wonders (Ms. Yip's nominee), credited as fully paid and Goal Success allotting and issuing 1
share to the Company credited as fully paid.

 f)
On March 31, 2025, for purposes of recapitalization in anticipation of the initial public offering, the Company's shareholders passed
resolutions to (i) sub-divide each of the issued and unissued shares in its share capital
of par value US$0.0001 each into 10 shares of par value US$0.00001 each, (ii) to re-classify and re-designate its authorised share capital
into 10,000,000,000 shares with a par value of US$0.00001 each comprising of (a) 9,500,000,000 Class A Ordinary Shares with a par value
of US$0.00001 each and (b) 500,000,000 Class B Ordinary Shares with a par value of US$0.00001 each and (iii) to adopt an amended and restated
memorandum of association and articles of association reflecting such amended share capital and containing the rights, preferences and
privileges attached to each class of shares. Concurrently, Ms. Seto, Prime Crest, Fuji Holdings, Kilo Wonders, Yield
Rights and Allied Target surrendered 16,303,760, 1,045,660, 960,300, 1,002,980, 1,045,660 and 981,640 Class A Ordinary Shares to the
Company, respectively.

 g)
On March 31, 2025, the Company allotted and issued 1,000,000 Class B Ordinary Shares to Ms. Seto for cash at par, and a resolution was
passed on March 31, 2025, giving effect to the same.

 The
Company had determined all above shares authorization, issuance, split, and surrendered activities subsequent to the six months ended
September 30, 2024, or the year ended March 31, 2024 and 2023, are part of the reorganization to become a public issuer in the United
States. The reorganization of the Company to become public is a change to capital structure, hence the Company applied Securities Exchange
Commission Staff Accounting Bulletins Topic 4 Equity Accounts C. Change In Capital Structure and retroactively presented as a result
of issuances and reclassifications and no changes in the total equity value as of and for the six months ended September
30, 2024, and as of and for the year ended March 31, 2024 and 2023.

 Exhibit
23.1, page 1

 4.
 Please
 revise your consent to refer to both dates of your dual dated audit report.

 In
response to the Staff's comment, the auditor has revised the date of consent to refer both dates of the dual dated audit report.

 2

 If
you have any questions regarding the Revised Draft Registration Statement, please contact the undersigned by phone at +852.3551.8688
or via e-mail at louise.liu@morganlewis.com.

 Very
 truly yours

 By:
 /s/
 Louise L. Liu

 Louise
 L. Liu

 Partner

 cc:
 Seto
 Wai Yue, Chief Executive Officer and Director, Dreamland Limited

 W.
 David Mannheim, Nelson Mullins Riley & Scarborough LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 25, 2025

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
 Registration Statement on Form F-1
 Filed April 11, 2025
 File No. 333-286471
Dear Seto Wai Yue:

 We have reviewed your registration statement and have the following
comments.

 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. Unless
we note
otherwise, any references to prior comments are to comments in our March 28,
2025 letter.

Registration Statement on Form F-1
General

1. We note your revisions to the resale prospectus alternate cover page in
response to our
 prior comment 1. Please expand your disclosure to provide a description
of how cash
 is transferred through your organization and disclose your intentions to
distribute
 earnings. State whether any transfers, dividends, or distributions have
been made to
 date between the holding company and its subsidiaries, or to investors,
and quantify
 the amounts where applicable. Additionally, provide appropriate
cross-references to
 your discussion of recent regulatory developments in the PRC and risk
factors related
 April 25, 2025
Page 2

 to doing business in Hong Kong. Please also discuss your status as a
controlled
 company as defined under the Nasdaq Stock Market Rules and the impact
it will
 have on shareholders.
2. Please revise your signature page to identify and include the signatures
of at least
 a majority of your board of directors. Please refer to Instruction 1 to
Signatures on
 Form F-1.
Note 18. Shareholders Equity, page F-23

3. You state that all shares and per share data for all periods presented
have been
 retroactively presented as a result of issuances and reclassifications.
Please tell us in
 further detail what issuances you are referring to and explain the
nature of the
 reclassifications. Additionally, please explain why earnings per share
amounts have
 been revised.

Exhibit 23.1, page 1

4. Please revise your consent to refer to both dates of your dual dated
audit report.
 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 Irene Paik at 202-551-6553 or David Gessert at
202-551-2326 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Louise Liu, Esq.
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Morgan,
Lewis & Bockius

 19th
Floor,

 Edinburgh
Tower, The Landmark

 15
Queen's Road Central, Hong Kong

 Direct:
+852.3551.8500

 Fax:
+852.3006.4346

 www.morganlewis.com

 WRITER'S
DIRECT LINE

 +852.3551.8688

 WRITER'S
EMAIL

 louise.liu@morganlewis.com

 April
10, 2025

 Confidential

 Ms.
Aamira Chaudhry

 Ms.
Theresa Brillant

 Ms.
Irene Paik

 Mr.
David Gessert

 Division
of Corporation Finance

 Office
of Trade & Services

 U.S.
Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
DC 20549

 Re:
 Dreamland
 Limited (CIK No. 0002041338)

 Registration Statement on Form F-1

 Dear
Ms. Aamira Chaudhry, Ms. Theresa Brillant, Ms. Irene Paik, and Mr. David Gessert:

 On
behalf of our client, Dreamland Limited, a foreign private issuer organized under the laws of the Cayman Islands (the " Company "),
 we are filing herewith the Company's registration statement on Form F-1 (the " Registration Statement ")
and certain exhibits via EDGAR to the Securities and Exchange Commission (the " Commission ").

 Concurrently
with the filing of the Registration Statement, the Company is hereby in this letter setting forth the Company's responses to the
comments contained in the letter from the staff of the Commission (the " Staff ") dated March 28, 2025 on the Company's
draft registration statement on Form F-1 confidentially submitted on March 17, 2025. The Staff's comments are repeated below in
bold and are followed by the Company's responses. We have included page references in the Registration Statement where the language
addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Registration
Statement.

 Partners:

 Edwin
 Luk, June Chan, Connie Cheung, Keith Cheung*#, William Ho, David Liao, Charles Mo, Billy Wong and Yan Zeng

 Registered
 Foreign Lawyers:

 Eli
 Gao (New York), Maurice Hoo (California), Alice Huang (California), Mathew Lewis (New York), Louise Liu (New York), Vivien Yu (New
 South Wales), and Ning Zhang (New York)

 *China-Appointed
 Attesting Officer
 #Notary
 Public of Hong Kong

 19th
 Floor
 Edinburgh
 Tower, The Landmark
 15
 Queen's Road Central
 Hong
 Kong

 +852.3551.8500
 +852.3006.4346

 1

 The
Company respectfully advises the Staff that, subject to market conditions, it plans to launch the road show for the proposed offering
as soon as possible but not earlier than 15 days after the day hereof. The Company would appreciate the Staff's timely assistance
and support to the Company in meeting the proposed timetable for the offering.

 General

 1.
 We
 note that you have included a resale prospectus alternate cover page. Please include on the resale prospectus alternate cover page
 the same disclosure you provide on your public offering prospectus cover page relating to the legal and operational risks associated
 with China-based companies and your status as a "controlled company" as defined under the Nasdaq Stock Market Rules.
 For guidance, refer to the Sample Letter to Companies Regarding China-Specific Disclosures on our website.

 In
response to the Staff's comment, the Company has revised the disclosure
on the resale prospectus alternate cover page of the Registration Statement.

 Prospectus
Summary

 Corporate
Structure, page 6

 2.
 The
 organizational chart on page 6 indicates that Ms. Seto will own 70.81% of Dreamland Limited following the offering, and the paragraph
 above the organizational chart states that "[a]ll percentages reflected the voting ownership interests instead of the equity
 interests held by each of our shareholders given that each holder of Class A Ordinary Shares is entitled to one vote per Class A
 Ordinary Share and each holder of Class B Ordinary Shares is entitled to twelve (12) votes per one Class B Ordinary Share."
 Please reconcile this disclosure with your disclosure elsewhere that when accounting for beneficial ownership of both Class A and
 Class B Ordinary Shares, Ms. Seto will hold 79.13% of the total aggregate voting power of the company after the offering. Additionally,
 reconcile your disclosure on page 12, under Implications of Being a "Controlled Company," that Ms. Seto will be the beneficial
 owner of 79.15% of the total aggregate voting power of the company. Please also clarify whether the post-offering percentages take
 into account the resale of Class A Ordinary Shares.

 In
response to the Staff's comment, the Company has revised the disclosure on the pages 6, 12, and 118 of the Registration Statement.

 Management's
Discussion and Analysis of Financial Condition and Results of Operations Description and Analysis of Principal Components of Our Results
of Operations, page 59

 3.
 Please
 provide a discussion of financial condition, changes in financial condition and results of operations for the year ended March 31,
 2024. See Item 4 of Form F-1 and Item 5 of Form 20-F.

 In
response to the Staff's comment, the Company has revised the disclosure on the pages 67 to 74 of the Registration
Statement.

 2

 If
you have any questions regarding the Registration Statement, please contact the undersigned by phone at +852.3551.8688
or via e-mail at louise.liu@morganlewis.com.

 Very
 truly yours

 By:
 /s/
 Louise L. Liu

 Louise
 L. Liu

 Partner

 cc:
 Seto
 Wai Yue, Chief Executive Officer and Director, Dreamland Limited

 W.
 David Mannheim, Nelson Mullins Riley & Scarborough LLP

 3

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 28, 2025

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. 3 to Draft Registration Statement on Form F-1
 Submitted March 17, 2025
 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 January 16, 2025 letter.

Amendment No. 3 to Draft Registration Statement on Form F-1
General

1. We note that you have included a resale prospectus alternate cover page.
Please
 include on the resale prospectus alternate cover page the same
disclosure you provide
 on your public offering prospectus cover page relating to the legal and
operational
 risks associated with China-based companies and your status as a
"controlled
 company" as defined under the Nasdaq Stock Market Rules. For guidance,
refer to the
 Sample Letter to Companies Regarding China-Specific Disclosures on our
website.
 March 28, 2025
Page 2

Prospectus Summary
Corporate Structure, page 6

2. The organizational chart on page 6 indicates that Ms. Seto will own
70.81% of
 Dreamland Limited following the offering, and the paragraph above the
 organizational chart states that "[a]ll percentages reflected the voting
ownership
 interests instead of the equity interests held by each of our
shareholders given that
 each holder of Class A Ordinary Shares is entitled to one vote per Class
A Ordinary
 Share and each holder of Class B Ordinary Shares is entitled to twelve
(12) votes per
 one Class B Ordinary Share." Please reconcile this disclosure with your
disclosure
 elsewhere that when accounting for beneficial ownership of both Class A
and Class B
 Ordinary Shares, Ms. Seto will hold 79.13% of the total aggregate voting
power of the
 company after the offering. Additionally, reconcile your disclosure on
page 12, under
 Implications of Being a "Controlled Company," that Ms. Seto will be the
beneficial
 owner of 79.15% of the total aggregate voting power of the company.
Please also
 clarify whether the post-offering percentages take into account the
resale of Class A
 Ordinary Shares.
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Description and Analysis of Principal Components of Our Results of Operations,
page 59

3. Please provide a discussion of financial condition, changes in financial
condition and
 results of operations for the year ended March 31, 2024. See Item 4 of
Form F-1 and
 Item 5 of Form 20-F.
 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 Irene Paik at 202-551-6553 or David Gessert at
202-551-2326 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Louise Liu, Esq.
</TEXT>
</DOCUMENT>

January 16, 2025
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. 2 to Draft Registration Statement on Form F-1
Submitted January 2, 2025
CIK No. 0002041338
Dear Seto Wai Yue:
            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 December 18, 2024 letter.
Amendment 2 to Draft Registration Statement on Form F-1
Index to Combined Financial Statements, page F-1
1.Please provide unaudited financial statements covering at least the first six months of
the fiscal year or explain why such financial statements are not required. Refer to Item
8.A(5) of Form 20-F.

January 16, 2025
Page 2
            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.

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.

November 14, 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
Draft Registration Statement on Form F-1
Submitted October 18, 2024
CIK No. 0002041338
Dear Seto Wai Yue:
            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
Cover Page
1.We note your disclosure at the top of page 134 that the underwriter may engage in
over-allotment sales. Please revise to disclose the arrangement you have with the
underwriter to purchase additional shares in connection with the offering and state the
amount of additional shares that the underwriter may purchase under the arrangement.
Refer to Item 501(b)(2) of Regulation S-K for guidance.
Please revise to provide a definition of "China or the PRC" that includes Hong Kong
and Macau. In this regard, we note you refer to "PRC or HK-based issuers," at the top
of page 34. The definition may clarify that the only time that "China or the PRC" does 2.

November 14, 2024
Page 2
not include Hong Kong or Macau is when you are referencing specific laws and
regulations adopted by the PRC. If it does, please revise your disclosure to discuss any
commensurate laws or regulations in Hong Kong, if applicable, and any risks and
consequences to the company associated with those laws and regulations.
3.Please disclose 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. Your
prospectus summary should address, but not necessarily be limited to, the risks
highlighted on the prospectus cover page.
4.We note your disclosure that you will be a controlled company. Please expand to
disclose Ms. Seto's aggregate voting power upon completion of the offering. Please
make corresponding changes to the risk factor on page 46.
5.Refer to the tabular disclosure of the offering price of the securities being
registered. Given that you use the low-end of the price range set forth on the cover
page as the basis for your estimates of the total offering price here and throughout
your prospectus, please tell us how you determined the price range you selected is
a bona fide estimate of the range of the maximum offering price. Refer to Instruction
1 to Item 501(b)(3) of Regulation S-K.
About This Prospectus, page 1
6.Your statements in the final paragraph of this section regarding the accuracy and
completeness of the facts, statistics, and other industry and market data, and that
investors are cautioned not to place undue weight or reliance on such information,
appear to imply a disclaimer of responsibility with respect to such information. Please
either revise these statements as appropriate or specifically state that you are liable for
the data presented in your prospectus.
Prospectus Summary
Corporate Structure, page 6
7.Please provide a diagram of the company’s corporate structure, identifying the person
or entity that owns the equity in each depicted entity. Identify clearly the entity in
which investors are purchasing their interest and the entity(ies) in which the
company’s operations are conducted.
Holding Foreign Companies Accountable Act, page 9
8.Please update your disclosure in this section to reflect that, in December 2022,
Congress amended the HFCAA.
Recent Regulatory Developments in the PRC, page 9
9.We note your disclosure in the second paragraph on page 11 that you have been
advised by your PRC legal counsel that you do not need permission or approval from
the Chinese government to operate your business or offer your ordinary shares to
investors. Please file counsel's consent to the use of its name in this section of your
prospectus.

November 14, 2024
Page 3
Risk Factors
Our business may be subject to seasonal effects, which may adversely affect our liquidity and
results of operations in certain seasons..., page 31
10.Please expand your disclosure to identify when during the year the festive seasons you
refer to occur.
Through long arm provisions under the current PRC laws and regulations, the PRC
government may exercise significant oversight..., page 33
11.Please revise to explicitly state that, given recent statements by the Chinese
government indicating an intent to exert more oversight and control over offerings
that are conducted overseas and/or foreign investment in China-based issuers, any
such action could significantly limit or completely hinder your ability to offer or
continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
Business
Experience events, page 76
12.We note that in order to secure certain event management contracts from an event
organizer, you provided such event organizer with 20% to 30% of the capital required
to secure IP licenses from three IP owners for experience events in six to eight
territories for a term of two to three years. Please tell us and revise to disclose how
you accounted for these payments and quantify the amounts.
Management
Summary Compensation Table, page 104
13.Please expand your summary compensation table to include a column representing the
total aggregate amount of compensation paid to your directors and key employees
during the time periods represented.
Employment Agreements, page 105
14.For each employment agreement described, please revise to disclose the amount of
consideration to be paid by you to the respective party. Refer to Item 10.C. of Form
20-F.
Selling Shareholders, page 109
15.Please disclose the address of Fuji Holdings.
Related Party Transactions, page 110
Please expand to address the following:
•Regarding the amount due from Ms. Seto, describe the nature of the transaction.
Additionally, disclose the largest amount outstanding during the period covered
and, if the note has not been repaid, the amount outstanding as of the latest
practicable date;
Regarding the proceeds from and payments to a shareholder, identify the
shareholder(s) and describe the nature of the transaction(s). Additionally, disclose •16.

November 14, 2024
Page 4
the largest amount outstanding during the period covered and the amount
outstanding as of the latest practicable date for each transaction;
•Regarding the revenues received from the three entities under common control,
describe the nature and extent of the transactions; and
•Regarding the loan from Ms. Seto, disclose the largest amount outstanding during
the period covered and the amount outstanding as of the latest practicable date.
Enforceability of Civil Liabilities, page 129
17.Please file the consent of each counsel referenced to the use of its name in this section
of your prospectus.
Index to Combined Financial Statements
Note 1. Business Overview and Basis of Presentation, page F-7
18.We note that the financial statements of the Company and its subsidiaries are
presented on a combined basis for all periods to which such entities were under
common control. As the financial statement include the Company or the Parent, please
tell us your consideration of presenting consolidated financial statements.
Note 13. Dividend, page F-22
19.We note you declared and paid a dividend of HK$5,500,000 to shareholders. You
further state that the respective dividend was offset the amount due from a shareholder
during the year ended March 31, 2024. Please further clarify what this means and tell
us how you accounted for the dividend.
Part II - Information Not Required in Prospectus
Item 7. Recent Sales of Unregistered Securities, page II-1
20.Please revise to address the following:
•Disclose the aggregate offering price for each sale. If the securities were sold for
other than cash, state the nature of the transaction and the nature and aggregate
amount of consideration received by you; and
•For each sale, indicate the section of the Securities Act or the rule of the
Commission under which exemption from registration was claimed and state
briefly the facts relied upon to make the exemption available. In this regard, we
note that you state each sale was exempt from registration under the Securities
Act pursuant to Section 4(a)(2) or in reliance on Regulation S (emphasis added).
Exhibit Index
Exhibit No. 10.2 - Form of Employment Agreement between the Registrant and executive
officers of the Registrant, page II-3
21.Please expand to file separately each employment agreement between you and your
officers. In this regard, we note your disclosure on page 105 under Employment
Agreements.

November 14, 2024
Page 5
            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.