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April 8, 2024
Anton D. Nikodemus
Chief Executive Officer
Seaport Entertainment Group Inc.
199 Water Street
28th Floor
New York, NY 10038
Re:Seaport Entertainment Group Inc.
Amendment No. 1 to Draft Registration Statement on Form 10-12B
Submitted March 26, 2024
CIK 002009684
Dear Anton D. Nikodemus:
            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
March 12, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form 10-12B, Submitted March 26, 2024
Information Statement
Questions and Answers...
"What are the conditions to the distribution?", page iv
1.We note your response to prior comment 1 and reissue in part. We acknowledge the
additional disclosure that HHH may waive any or all of these conditions; however, please
address specifically whether the spin-off is contingent upon an exchange's approval of
your listing application or please confirm to us that a spin-off may still proceed without an
exchange's approval.

 FirstName LastNameAnton D.  Nikodemus
 Comapany NameSeaport Entertainment Group Inc.
 April 8, 2024 Page 2
 FirstName LastName
Anton D.  Nikodemus
Seaport Entertainment Group Inc.
April 8, 2024
Page 2
Risk Factors
Risks Related to the Separation and Our Relationship with HHH
HHH may compete with us., page 35
2.We note your new disclosure on page 101 describing the Separation Agreement, including
that the term of the Separation Agreement is indefinite. Considering that the Separation
Agreement provides HHH with privileges that your other competitors do not have, please
include disclosure identifying the Separation Agreement as a source of HHH's potential
competitive advantage.
General Risks
We may be subject to legal proceedings or investigations, the resolution of which could
negatively affect our business, financial..., page 43
3.We note your new disclosure on page 22 stating that you are subject to various lawsuits
related to the 250 Water Street development. Please update this risk factor if the risk is no
longer hypothetical.
Segment Operating Results
Hospitality, page 65
4.Revise to provide additional attribution to the specific causes of the $10.0 million
decrease in food and beverage revenue which you indicate is due to reduced restaurant
performance as a result of poor weather conditions, fewer private events, and the closure
of a restaurant concept in the fourth quarter of 2022.
Business
Competitive Strengths
Scalable Platform, page 76
5.We note your response to prior comment 18. Please expand on what is meant by "concept
changes" so potential investors can better understand the significance of excluding such
impact.

 FirstName LastNameAnton D.  Nikodemus
 Comapany NameSeaport Entertainment Group Inc.
 April 8, 2024 Page 3
 FirstName LastName
Anton D.  Nikodemus
Seaport Entertainment Group Inc.
April 8, 2024
Page 3
            Please contact Robert Shapiro at 202-551-3273 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Julian Kleindorfer