Correspondence 0001213900-25-016220 from Smart Digital Group Ltd (SDM)
Smart Digital Group Ltd
Date: Feb. 21, 2025 · CIK: 0002014955 · Accession: 0001213900-25-016220
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 Amendment No. 2 to Registration Statement on Form F-1 Filed February 11, 2025 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 February 13, 2025, regarding its Amendment No. 2 to Registration Statement on Form F-1 (“Amendment No. 2”). For ease of reference, we have repeated the Commission’s comment in this response letter. An Amendment No. 3 to Registration Statement on Form F-1 (“Amendment No. 3”) is filed to accompany this response letter.
Amendment No. 2
Notes to Consolidated Financial Statements
Note 2 - Summary of significant accounting policies
Cost of revenue, page F-14
1. Please revise to provide your costs of revenue, specifically as it relates to your internet media services, which appears to be your primary source of revenue.
Response: In response to the Staff’s comment, we have revised our disclosure on page F-14 of Amendment No. 3 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
February 21, 2025
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, Taylor Beech, Abe Friedman and Theresa Brillant
Re:
Smart Digital Group Limited
Amendment No. 2 to Registration Statement on Form F-1
Filed February 11, 2025
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 February 13, 2025, regarding its Amendment No. 2 to Registration Statement on Form F-1 (“Amendment No. 2”). For
ease of reference, we have repeated the Commission’s comment in this response letter. An Amendment No. 3 to Registration Statement
on Form F-1 (“Amendment No. 3”) is filed to accompany this response letter.
Amendment No. 2
Notes to Consolidated Financial Statements
Note 2 - Summary of significant accounting
policies
Cost of revenue, page F-14
1. Please revise to provide your costs of revenue,
specifically as it relates to your internet media services, which appears to be your primary source of revenue.
Response: In response to the Staff’s
comment, we have revised our disclosure on page F-14 of Amendment No. 3 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