SecProbe.io

October 9, 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
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted October 1, 2024
CIK No. 0002014955
Dear Sam Wai Hong:
            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 July 18, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Permissions and Approval in Macau, Singapore and Mainland China, page 6
1.We note your response to prior comment 3 and reissue in part. Please revise your
disclosure here and throughout your registration statement to clearly state, if true, that
the conclusions presented here are the opinion of your PRC counsel, as opposed to
stating that the conclusions are "[a]ccording to" your PRC counsel.

October 9, 2024
Page 2
Risk Factors
Risks Relation to Doing Business in Macau and Singapore, page 34
2.We note your response to prior comment 1 and reissue in part. Please revise your risk
factor disclosure where appropriate to include the disclosure provided in response to
prior comment 1 now reflected on your cover page (i.e., discussion of the legal and
operational risk associated with operating in Macau, including (i) that the legal and
operational risks associated with operating in China apply to your operations in
Macau; (ii) that there can be no assurance as to whether the government of Macau will
enact law and regulations similar to mainland China; (iii) whether any laws or
regulations of mainland China will become applicable to your operations in Macau in
the future; and (iv) that these changes could happen at any time and with no advance
notice).
Capitalization, page 53
3.The amounts disclosed in the "actual" column of your capitalization table do not agree
with the amounts in your March 31, 2024 balance sheet. Please revise accordingly.
Liquidity and Capital Resources, page 65
4.Please expand your analysis of operating cash flows to include an explanation for
your increase in accounts payable, including any significant changes related to the
timing of your payments or supplier terms. Describe the terms and levels of any
significant financing arrangements provided by your suppliers. Refer to Item 5.B of
Form 20-F and Section IV of SEC Release No. 33-8350.
5.We have reviewed your response to comment 5 and reissue. Please include disclosure
in your liquidity and capital resources discussion which includes both the contractual
and customary payment terms of your accounts receivable, and consider providing an
aging of your accounts receivable as of the latest balance sheet date in tabular
form showing the allowance for credit losses related to each age group of
receivables. Further, enhance your discussion of operating cash flows to provide
discussion, including certain representations included within your response, on why
the company’s customers are slow to pay amounts due and how the company manages
their cashflows during periods in which a large portion of receivables have not been
collected.
Index to Financial Statements, page F-1
6.Your audited financial statements are currently older than 12 months and this is an
initial public offering of your shares. Accordingly, please update your financial
statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate
representation in an exhibit. Refer to Instruction 2 to Item 8.A.4.
Notes to Consolidated Financial Statements
Note 3 - Accounts receivable, net, page F-16
We note in your response to comment 6 that "[your] customers have made
commitments to the full payments of purchase before September 30, 2024 after [your]
negotiations with them." Please tell us your initial collectability assessment 7.

October 9, 2024
Page 3
considerations in recognizing revenue and your assessment at contract inception of
your customers ability and intention to pay the consideration for services provided. In
this regard, it appears from your response the company is negotiating with customers
to make payments which may indicate a lack of intention or ability on behalf of the
customer. Refer to ASC 606-10-55-3A.
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ying Li