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April 7, 2023
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed March 29, 2023
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 14, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-1 Filed March 29, 2023
Preliminary Prospectus, page i
1.It appears the $11,500,000 proceeds to the Company before expenses is not determined
based on the offering of 3,750,000 Ordinary Shares by SAG Holding Limited as stated in
footnote (4), please revise the disclosure to reconcile the difference.
Capitalization, page 30
2.Your disclosure of 12,500,000 Ordinary Shares outstanding on an as adjusted basis
appears to be inconsistent with the sum of 9,375,000 Ordinary Shares outstanding on an
actual basis as of January 31, 2023 and 3,750,000 Ordinary Shares to be issued in this
offering.  Please revise to reconcile the difference.

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 April 7, 2023 Page 2
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
April 7, 2023
Page 2
3.Please tell us how you have reflected the deductions for underwriting discounts and
estimated offering expenses in the capitalization table.
Dilution, page 31
4.Please provide your dilution disclosure as of the date of your latest balance sheet provided
in accordance with Item 9.E of Form 20-F.  Please revise to reflect the underwriting
discounts and commissions and estimated offering expenses in your calculation of the pro
forma net tangible book value per share after giving effect to this offering.
Amendment 3 to Registration Statement on Form F-1 filed on March 29, 2023
Exhibit Index, page II-2
5.We note you have filed two legal opinions.  Both legal opinions are undated and have
blanks for certain dates.  In addition, the legal opinion provided by Conyers Dill
& Pearman does not state the number of shares being registered.  Please file legal opinions
that are dated, and complete.  In addition, with regard to the Conyers Dill & Pearman legal
opinion, please file a revised opinion identifying the number of shares covered by the
opinion.
General
6.Revise to clarify the total number of ordinary shares that will be offered in the
underwritten offering.  Throughout your prospectus, your disclosure indicates that the
total number of shares to be offered in the underwritten offering is 3,750,000 ordinary
shares, however, you have also revised your prospectus to increase the amount of shares
the company is offering to 3,750,000 ordinary shares.  If the company is offering such
amount and your selling shareholders are offering 625,000 ordinary shares, this suggests
that the total number of ordinary shares to be offered in the underwritten offering should
be 4,375,000 ordinary shares.
            You may contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services