SecProbe.io

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 September 4, 2025

Douglas Polinsky
Chief Executive Officer
SUI Group Holdings Limited
1907 Wayzata Boulevard, Suite 205
Wayzata, MN 55391

 Re: SUI Group Holdings Limited
 Amendment No. 1 to Registration Statement on Form S-1
 August 28, 2025
 File No. 333-289438
Dear Douglas Polinsky:

 We have reviewed your amended 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 August 18,
2025 letter.

Amendment No. 1 to Registration Statement on Form S-1
Recent Developments
The SUI Strategy, page 4

1. Refer to your response to prior comments 1 and 7. We note your revised
disclosure
 regarding your recent acquisitions of SUI and your current holdings of
96,318,536
 SUI, which were purchased for an aggregate purchase price of
approximately $350.8
 million. Please revise to disclose the average price per SUI, the
percentage of your
 treasury holdings that are currently invested in crypto assets,
including USDT and
 USDC. In this regard, we note your disclosure on page 11 that "[y]our
SUI holdings
 represent 85% of [y]our digital asset holdings with the balance being
held in USDT
 and USDC stablecoins." In addition, we note that you intend to use $140
million of
 the Cash PIPE Proceeds to acquire additional SUI. Please revise to
disclose how you
 September 4, 2025
Page 2

 intend to purchase such additional SUI, including whether this purchase
will be
 pursuant to the Digital Asset Purchase and Sale Agreement with the Sui
Foundation,
 certain third-party trading platforms or through certain brokers. Please
disclose
 whether you have any agreements in place for this purpose, and, if so,
please identify
 the parties to the agreements, disclose the material terms of the
agreements, and file
 the agreements as exhibits to your registration statement if required by
Item 601 of
 Regulation S-K. Also disclose when you intend to purchase the additional
SUI.
The SUI Strategy, page 19

2. Refer to your response to prior comment 2. Please disclose whether you
have received
 the Sui Foundation's approval to stake the SUI purchased pursuant to the
Digital Asset
 Purchase and Sale Agreement, and, to the extent that you have begun to
stake SUI,
 please disclose the percentage of your SUI holdings that are currently
staked. Please
 also disclose the percentage you plan to stake going forward. In
addition, please
 disclose the identities of your Staking Service Providers, disclose the
material terms
 of your agreements with the Staking Service Providers, and include the
agreements as
 exhibits to your registration statement if required by Item 601 of
Regulation S-K. In
 addition, with a view towards revised disclosure, please tell us how you
estimate that
 you will earn approximately 2.2% of the amount of staked SUI per year if
"[t]he
 amount of SUI [you] receive as reward for [your] staking activity can
vary
 significantly." Also disclose the unbonding period of your staked SUI and
address the
 risks of liquidity if 81% of your treasury holdings are invested in SUI
and 100% of
 your SUI holdings are staked.
The SUI, SUI Markets and Regulation of SUI, page 22

3. We note your revised disclosure in response to prior comment 8. Please
revise to
 disclose the current unlocked supply of SUI and the schedule related to
unlocking the
 remaining supply. In addition, please revise to disclose the range of gas
fees required
 for transfers on the SUI network.
 Please contact Sonia Bednarowski at 202-551-3666 or Sandra Hunter
Berkheimer at
202-551-3758 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Crypto
Assets
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