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United States securities and exchange commission logo
May 8, 2024
Sam Wai Hong
Chairman of the Board of Directors
Smart Digital Group Ltd
150 Beach Road #2805/06 Gateway
West Singapore 189720
Re:Smart Digital Group Ltd
Draft Registration Statement on Form F-1
Submitted April 10, 2024
CIK No. 0002014955
Dear Sam Wai Hong:
            We have reviewed your 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.
Draft Registration Statement on Form F-1 Submitted April 10, 2024
Prospectus Cover Page, page i
1.Please revise to state that your structure involves unique risks to investors and disclose
that you are not a Chinese operating company. Please also provide disclosure
acknowledging that Chinese regulatory authorities could disallow your corporate
structure, which would likely result in a material change in your operations and/or a
material change in the value of the securities you are registering for sale, including that it
could cause the value of such securities to significantly decline or become worthless.
2.You state that neither the operations of the PRC subsidiaries, nor your listing, are
"expected to be affected" and you are "not subject to cybersecurity review by the CAC
under the Cybersecurity Review Measures, nor will any such entity be subject to the
Security Administration Draft," and that this is "as confirmed" by PRC Counsel, Allbright
Law Offices (Xiamen). Please revise to ensure that the disclosure covers both you and
your subsidiaries, as references to PRC subsidiaries, the listing, and "any such entity," do

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Smart Digital Group Ltd
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not appear to cover you and your subsidiaries. Please also clearly state, if true, that the
conclusions presented here are the opinion of AllBright Law Offices, as opposed to stating
that the conclusions are "as confirmed," or "as advised," by counsel. Please make similar
revisions elsewhere that you rely on an opinion of counsel in your disclosure. Finally,
please clarify what you mean that operations and your listing are not "expected to be
affected," as this appears less certain than the statements that you are not subject to
cybersecurity review or the Security Administration Draft.
3.Please revise your disclosure to discuss China's Enterprise Tax Law ("EIT Law"), as
applicable. We note your discussions under "Dividend Policy" on page 48 as well as "PRC
Taxation" on page 111 as well as your corporate structure which includes the wholly-
owned Hong Kong subsidiary Smart Digital (HK) Culture Limited ("Smart Digital HK").
4.Please revise your disclosure to affirmatively state, if true, that you do not use a VIE
structure.
5.You state that as of the date of the prospectus, none of your subsidiaries has made any
dividends or distributions to the Company, and the Company has not made any dividends
or distributions to shareholders. Please revise to indicate whether the Company has made
any dividends or distributions to your subsidiaries.
6.We note throughout that you indicate that legal and operational risks associated with
operations of your PRC subsidiaries being based in China, which could result in material
changes in the operations of your PRC subsidiaries. Please revise throughout to clarify
that the legal and operational risks associated with operating in China also apply to
operations in Macau.
7.Disclose on the cover page how regulatory actions related to data security or anti-
monopoly concerns in Macau have or may impact the company's ability to conducts its
business, accept foreign investment, or list on a U.S./foreign exchange.
Overview, page 1
8.You state that you revenue has demonstrated significant growth in the previous two fiscal
years, representing a growth rate of 429.0% and a net income growth rate of 1,404.9%.
Disclose that this growth is due to the expansion of the scope of your business in 2023,
with the addition of internet media services, software customization and marketing, and
business planning and consulting services. Disclose the percentage of the increase in
revenue that was due to the addition of the businesses as opposed to an organic increase in
revenue, and indicate, if true, that you do not expect these significant growth rates to
continue in future periods.
Summary of Risk Factors, page 1
9.Please revise the cross-references to the individual risk factors to include the page number
where each risk factor can be found. We note your disclosure at the beginning of each risk
factor subsection providing a page range where the associated risk factors are disclosed.

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10.Please revise your risk factor title and discussion here and in your Risk Factors section,
including the risk factor beginning "Given the Chinese government's significant oversight
and discretion..." on page 27 to reflect that the Chinese government has significant
"oversight and control" over the conduct of the PRC subsidiaries' business, rather than
"oversight and discretion."
Risks Relating to Doing Business in Macau and Singapore, page 3
11.Include risk factor disclosure here and in the risk factor section explaining whether there
are laws/regulations in Macau that result in oversight over data security, how this
oversight impacts the company's business and the offering, and to what extent the
company believes that it is compliant with the regulations or policies that have been
issued.
Permissions and Approvals in Macau, Singapore and mainland China, page 4
12.State affirmatively here and elsewhere as appropriate whether you and your subsidiaries
have received all requisite permissions or approvals from PRC and Macau authorities
required to operate your business and to offer the securities being registered to foreign
investors, and whether any permissions or approvals have been denied. The disclosure
currently notes only that certain subsidiaries have not received notification regarding non-
compliance or that a particular license is required to operate the business. To the extent
you rely on an opinion of counsel, name counsel and file the consent of counsel as an
exhibit.
Corporate Information , page 7
13.We note that you website address is www.smdmeta.com and that you disclose on page 88,
for example, that you will make your Code of Business Conduct and Ethics publicly
available on your website prior to the closing of this offering. However, we note that your
website does not appear to be fully functional, including what appears to be stock imagery
of certain individuals. Please advise.
Corporate Structure, page 7
14.Please revise your corporate structure diagram here and on page 53 to reflect the
ownership percentage held in each of your entities. In this regard, we note your disclosure
elsewhere that Smart Digital Meta is wholly-owned by SMD, however, this is not
currently reflected in the diagram. Further, please revise your footnotes to the diagram to
reflect any related party relationships or other affiliated relationships with your company
and subsidiaries. We note that footnote (4), for example, reflects holdings by
LIAO Junhui, who is disclosed in the "Related Party Transactions" section on page 91 as
your Shareholder Legal representative, executive director, and manager of Smart Digital

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(Guangzhou) Time Culture Development Co., Ltd., or Smart Digital GZ, one of your PRC
operating subsidiaries. Also identify clearly the entity in which investors are purchasing
their interest and the entities in which the company's operations are conducted.
Risk Factors
Risk Relating to Our Business and Industry
Risks relating to the business planning and consulting services
Demand for the business development and consulting services may decrease if the operating
entities are unable... , page 15
15.Please revise this risk factor to, by way of example or otherwise, briefly describe the
technologies, leading technologies and future technologies referenced in this risk factor
that your consulting services are based on and that you then derive a significant portion of
your revenues. In this regard, your disclosure is high-level and general rather than specific
to your business and operations. Consider whether other risk factors in this section and in
your Risk Factor section in general should be similarly revised to concisely add detail
specific to your business activities.
We have historically been significantly reliant on related party loans., page 23
16.Please revise this risk factor to provide context for your statement that you have
significantly relied on related party loans by revising to include dollar amounts in
outstanding related party loans, for example. We note your cross-reference to the section
titled "Related Party Transactions" beginning on page 91.
Enforceability of Civil Liabilities, page 45
17.Please revise this section to discuss enforceability of civil liabilities in Hong Kong if any
of your officers or directors are located in Hong Kong. We note your disclosure elsewhere
that when taking certain corporate actions certain members of your board of directors may
be physically located in Singapore.
18.We note that it appears that one or more of your directors, officers or members of senior
managements are located in the PRC/Hong Kong. If so, please revise this section to (i)
state that is the case and identify the relevant individuals and where they are located, and
(ii) include a separate "Enforceability" section, consistent with Item 101(g) of Regulation
S-K, and risk factor addressing the challenges of bringing actions and enforcing
judgments/liabilities against such individuals (i.e., it will be much more difficult to take
these actions).
Exchange Rate Information, page 47
19.We note the tables related to the exchange rates for Singapore dollars and RMB. Please
revise this section to include a table and other information as applicable to account for the

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Macanese Pataca and MOP. In this regard, we note your disclosure on page iii that your
business operations are conducted by three operating entities, including Aosi in Macau
using the Macanese Pataca.
Dividend Policy, page 48
20.Please revise this section to include a discussion of any restrictions or regulations in
Macau relating to the payment of dividends.
Corporate History and Structure
Our Corporate History, page 52
21.Please revise this section to briefly provide additional detail regarding the history of
transactions that led to your current corporate structure, including the involvement of
related parties or entities controlled by related parties. For example, please expand your
discussion regarding the parties and transactions involved in the "equity transfers" on
October 25, 2022 and January 8, 2023 resulting in Aosi, your Macau operating subsidiary,
becoming a wholly-owned subsidiary of Smart Digital Meta.
COVID-19 Pandemic Affecting our Results of Operations, page 55
22.You state that the COVID-19 pandemic adversely affected the operating entities' business
operations in the fiscal years ended September 30, 2023 and 2022, but at the same time
state that the COVID-19 pandemic has had minimal impact on the operating entities'
business and operations. Please revise to reconcile these statements. To the extent that
operations during these periods were not materially impacted by COVID-19, please
consider removing this disclosure.
Business, page 64
23.We note your discussion regarding potential chargebacks and other losses for various
reasons, including fraud in the risk factor beginning "[t]he operating entities’ business
may be subject to chargebacks..." on page 12. Please revise your Business section and
elsewhere as applicable to discuss any policies, procedures or other measures you have in
place to prevent or reduce incidents of fraud or other negative outcomes.
Our Services
Internet media services, page 66
24.We note that during fiscal year 2023, Aosi provided internet media services to one
corporate customer based in Hong Kong and that internet media services accounted for
21.47% of total revenue in the same period. Please revise to disclose the name of the
customer and whether this customer is a related party or otherwise affiliated with your

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officers, directors or other entities. Additionally, please revise to provide a summary of
the key terms of this agreement. We note that you intend to file the agreement as Exhibit
10.4 in subsequent amendments.
Software customization and marketing services, page 66
25.Please revise your disclosure here and elsewhere as appropriate to discuss whether your
software customization and marketing services are web-based and, if so, please provide
any applicable website for this business. In this regard, we note that your disclosure
reflects that the proprietary software includes functions related to customers establishing
an online store and well point-based loyalty programs tied to a customer's buyers'
engagement.
Business planning and consulting services, page 67
26.We note that you delivered services related to consulting and designing services focusing
on digital products, such as non-fungible token (NFT) products, where "the operating
entities design tailor-made NFT products based on customers' requirements." Please revise
this section to briefly expand your disclosure to explain what specific activities are
involved in designing tailor-made NFT products. We note your disclosure stating that you
do not have custody, operate or maintain and NFT trading platforms, do not invest in
NFTs and do not accept payment in the form of digital assets.
Our Suppliers, page 68
27.Please revise your disclosure here and elsewhere as appropriate to discuss whether you
have entered into any written agreements with your third-party suppliers, including the
three suppliers that accounted for more than 10% of your total operating costs. As
applicable, please file any agreements required to be filed by Item 601(b)(10) of
Regulation S-K. Last, please revise your disclosure throughout your registration statement
to clarify whether you are referring to suppliers or customers as there appears to be
instances where these terms are used interchangeably. For example, in the last paragraph
on page 68 you discuss your suppliers but then also state that "Feitongxiaoke Cultural
Communication Co., Ltd. was the second largest customer in the fiscal year of 2022 and
25% of its shares are owned by Mr. SAM WAI HONG, our Chairman of the Board of
Directors. None of the other major suppliers were our related parties."
Regulations
PRC
Regulations Related to Mergers and Acquisitions and Overseas Listings
Overseas Listings, page 80
28.Here and elsewhere throughout your registration statement you discuss that your PRC
legal counsel, AllBrigh