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SU Group Holdings Limited

Unit 01 – 03, 3/F, Billion Trade
Centre

31 Hung To Road, Kwun Tong

Kowloon, Hong Kong

Telephone: +852 2341-8183

VIA EDGAR

December 8, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Taylor Beech

    Donald Field

    Re:
    SU Group Holdings Ltd

    Registration Statement on Form F-1

    Filed November 22, 2023

    CIK No. 0001969863

Dear Ms. Beech:

SU Group Holdings Limited
(the “Company,” “we,” “our” or “us”) hereby transmits our
response to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated December 1, 2023, regarding the Registration
Statement on Form F-1 (the “Registration Statement”) submitted to the Commission on November 22, 2023.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 1 (“Amendment No. 1”) to the
Registration Statement on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter.

Registration Statement on Form F-1

Dilution, page 53

    1.
    Please tell us how you calculated the net tangible book value per ordinary share and as adjusted net tangible book value per ordinary share after the offering.

Response to Comment No. 1: In
response to the Staff’s comment, we have revised our disclosure in the “Risk
Factors” section on page 44 and the “Dilution” section on page 54 of the Registration Statement to reflect the correct
numbers for our net tangible book values in total and on a per ordinary share basis.

We have calculated net tangible assets by calculating
total tangible assets less total tangible liabilities. Total tangible assets are calculated as total assets minus intangible assets, goodwill,
deferred offering expenses, right-of-use assets, and deferred tax assets. Total tangible liability is calculated as total liability.

We have calculated the net tangible book value
per share by dividing the net tangible assets by the total shares outstanding as at March 31, 2023.

The calculation of net tangible book value before offering included
in the prospectus is as follows:

    As at
 March 31,
 2023

    Total assets
    US$
    13,762,186

    Less:

    Intangible assets
    US$
    23,871

    Goodwill
    US$
    161,939

    Deferred offering expenses
    US$
    225,568

    Operating lease right-of-use assets, net
    US$
    281,104

    Deferred tax assets
    US$
    817

    Total liabilities
    US$
    7,167,734

    Net tangible book value before offering
    US$
    5,901,153

    Number of shares

    12,000,000

    Net tangible book value per share before offering
    US$
    0.49

The calculation of net tangible book value after offering included
in the prospectus is as follows:

    Offering
 With No
 Exercise of
 Option to
 Purchase
 Additional
 Shares

    Offering

    With Full
 Exercise of

    Option to

    Purchase

    Additional

    Shares

    Net tangible book value before offering

    US$
    5,901,153

    5,901,153

    Net proceeds from offering:

    Gross proceeds

    US$
    5,625,000

    6,468,750

    Less:

    Underwriting commission

    US$
    393,750

    452,813

    Expenses

    US$
    1,682,416

    1,682,416

    Net proceeds from offering

    US$
    3,548,834

    4,333,521

    Net tangible book value after offering

    US$
    9,449,987

    10,234,674

    Number of shares

    13,250,000

    13,437,500

    Net tangible book value per share after offering

    US$
    0.71

    0.76

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Business

Our Suppliers, page 110

    2.

    We reissue comment 21 from our letter
    dated July 26, 2023. We note your disclosure that during the fiscal years ended September 30, 2021 and 2022, your single largest
    supplier accounted for 36.6% and 20.2% of your total purchases, respectively. Please tell us whether you have entered into an
    agreement with this supplier, and if so, please revise to describe the material terms of the agreement and file the agreement as an
    exhibit to the registration statement, or tell us why you are not required to do so.

Response to Comment No. 2: We
respectfully advise the Staff that Shine Union Limited, our indirect wholly-owned subsidiary, has entered into a distribution agreement
dated February 1, 2021 (the “Distribution Agreement”) with the said supplier. We have revised our disclosure in the “Business”
section on page 117 of Amendment No. 1. We have updated the exhibit index and have filed the Distribution Agreement as an exhibit to
Amendment No. 1. Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

********

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We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I.
Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Sincerely,

    By:
    /s/ Dave Chan Ming

    Name:
    Dave Chan Ming

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

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