Correspondence 0001213900-24-103300 from Smart Digital Group Ltd (SDM)
Smart Digital Group Ltd
Date: Nov. 27, 2024 · CIK: 0002014955 · Accession: 0001213900-24-103300
AI Filing Summary & Sentiment
File numbers found in text: 333-283152
Letter
VIA EDGAR Division of Corporation Finance Office of Trade & Services Smart Digital Group Limited Registration Statement on Form F-1 Filed November 12, 2024 File No. 333-283152
Dear Ms. Beukenkamp and Ms. Beech:
Smart Digital Group Limited (the “Company,” “we,” “us,” or “our company”) hereby transmits its response to the letter received from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”), dated November 21, 2024, regarding its Registration Statement on Form F-1 (“Registration Statement”). For ease of reference, we have repeated the Commission’s comments in this response letter and numbered them accordingly. An Amendment No. 1 to Registration Statement on Form F-1 (“Amendment No. 1”) is filed to accompany this response letter.
Registration Statement
Capitalization, page 53
1. We have reviewed your revisions in response to comment 3 and reissue. We note certain Shareholders’ Equity amounts and subtotals 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.
Response: In response to the Staff’s comment, we have revised our disclosure on page 53 of Amendment No. 1 accordingly.
* * * * * * * * * * * * * * * * * * *
In responding to the Staff’s comments, the Company acknowledges that:
● the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
● Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
● the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We thank the Staff for its review of the foregoing. If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone at 212-530-2206.
Very truly yours,
/s/ Sam Wai Hong
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Smart Digital Group Limited
November 27, 2024
VIA EDGAR
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Trade & Services
100 F Street, N.E.
Mail Stop 4631
Washington, DC 20549
Attn: Kate Beukenkamp and Taylor Beech
Re:
Smart Digital Group Limited
Registration Statement on Form F-1
Filed November 12, 2024
File No. 333-283152
Dear Ms. Beukenkamp and Ms. Beech:
Smart Digital Group Limited (the “Company,”
“we,” “us,” or “our company”) hereby transmits its response to the letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated November 21, 2024, regarding its Registration Statement on Form F-1 (“Registration Statement”). For ease of reference,
we have repeated the Commission’s comments in this response letter and numbered them accordingly. An Amendment No. 1 to Registration
Statement on Form F-1 (“Amendment No. 1”) is filed to accompany this response letter.
Registration Statement
Capitalization, page 53
1. We have reviewed your revisions in response
to comment 3 and reissue. We note certain Shareholders’ Equity amounts and subtotals 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.
Response: In response to the Staff’s
comment, we have revised our disclosure on page 53 of Amendment No. 1 accordingly.
* * * * * * * * * * * * * * * * * * *
In responding to the Staff’s comments, the
Company acknowledges that:
●
the Company is responsible for the adequacy and accuracy of the disclosure in the filing;
●
Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and
●
the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone
at 212-530-2206.
Very truly yours,
/s/ Sam Wai Hong
Sam Wai Hong
Chairman of the Board of Directors of the Company
cc:
Ying Li, Esq.
Hunter Taubman Fischer & Li LLC