SecProbe.io

CORRESP
 1
 filename1.htm

 Soon
Aik Global Pte. Ltd.

 14
Ang Mo Kio Street 63

 Singapore
569116

 May
6, 2025

 VIA
EDGAR TRANSMISSION

 Division
of Corporate Finance

 United
States Securities and Exchange Commission

 100
F Street, N.E.

 Washington,
D.C. 20549-6010

 Attn:

 Blake
 Grady

 Nicholas
 Panos

 Division
 of Corporate Finance

 Office
 of Mergers & Acquisitions

 Re:
 INNEOVA
 Holdings Limited (f/k/a SAG Holdings Limited, the "Company")

 Schedule
 13D filed on February 27, 2025 by Soon Aik Global Pte. Ltd ("Soon Aik")
 File
 No. 005-94900

 Ladies
and gentlemen:

 We
are in receipt of the letter from the Securities and Exchange Commission (the "SEC") dated April 21, 2025.

 Schedule
13D filed February 27, 2025

 General

 1.
 We
 note that the event reported as requiring the filing of the Schedule 13D was December 31, 2024. Rule 13d-1(a) of Regulation 13D-G
 requires the filing of a Schedule 13D within five business days after the date beneficial ownership of more than five percent of
 a class of equity securities specified in Rule 13d-1(i)(1) was acquired. Based on the December 31, 2024 event date, the Schedule
 13D submitted on February 24, 2025 was not timely filed. Please advise us why the Schedule 13D was not filed within the required
 five business days after the date of the acquisition.

 We
respectfully advise the SEC that Section 13(d) of the Securities Exchange Act of 1934 (the "Exchange Act") requires a filing
of Schedule 13D only upon the "acquisition" of equity securities of a class registered under Section 12. We note, however,
that Soon Aik's holdings in the Company were as a parent company held prior to the registration of the ordinary shares of the Company
and, as such, Soon Aik is an "exempt investor" and therefore able to file a Schedule 13G - SEC C&DI 101.01 [Sept.
14, 2009] provides that a security holder owning over five percent of a class of securities prior to going effective and that has not
added any securities to its holdings since the effective date may report its beneficial ownership on Schedule 13G pursuant to Rule 13d-1(d).
The Schedule 13G should be filed within 45 days after the end of the calendar quarter in which the Exchange Act registration becomes
effective.

 As
the parent entity of the Company, Soon Aik held 8,559,000 shares at the time the Company's registration statement became effective
on September 18, 2024, and sold 650,000 shares pursuant to a resale prospectus filed concurrently with the Company's initial public
offering prospectus. Soon Aik has neither acquired nor disposed of additional shares since this date and currently still holds 7,909,000
shares.

 The
end of the calendar quarter in which the registration of the Company's ordinary shares occurred was December 31, 2024. As such,
the deadline to file the Schedule 13G was February 14, 2025 in accordance with Rule 13d-1(d). We incorrectly attempted to submit a Schedule
13D (instead of a Schedule 13G) on February 14, 2025 and it was rejected because we did not submit it under Soon Aik's Form ID
due to a miscommunication between my legal counsel and the EDGAR service provider. We then processed the Form ID application and received
Soon Aik's Form ID on February 24,. 2025, at which time we promptly submitted the Schedule 13D.

 As
an exempt investor, Soon Aik is able to report its holdings on a Schedule 13G. Accordingly, Soon Aik will submit a Schedule 13G and make
a notation on the filing that this filing is intended to supersede the prior Schedule 13D that was submitted in February.

 Item
4, page 1

 2.

 We
 note your disclosure that "Soon Aik acquired the securities of the Issuer as the parent company of the Issuer." Please
 revise to disclose the purpose or purposes of the acquisition of securities of SAG Holdings Limited. Refer to Item 4 of Schedule
 13D.

 As
noted above, Soon Aik is submitting a Schedule 13G concurrently with this correspondence, which Schedule 13G does not require disclosure
regarding the purpose of the acquisition of the securities. The Schedule 13G filed concurrently with this correspondence will supersede
the Schedule 13D that was previously (in lieu of amending the Schedule 13D, as requested).

 Item
5, page 1

 3.
 We
 note your disclosure that "the Reporting Persons have not effected any transactions in the Ordinary Shares during the past
 60 days." At present, however, only one Reporting Person has been identified. Please revise to provide the requisite disclosure
 for the filing person with respect to all transactions in the securities between the deadline for timely filing the Schedule 13D
 and the actual filing of the Schedule 13D. In amending the Schedule 13D to include the required disclosures, please be advised that
 the Instruction to Item 5(c) requires the beneficial owner to "describe," at a minimum, the following: "(1) The
 identity of the person covered by Item 5(c) who effected the transaction; (2) the date of transaction; (3) the amount of securities
 involved; (4) the price per share or unit; and (5) where and how the transaction was effected."

 We
respectfully advise that Soon Aik has not acquired or disposed of any class of securities of the Company other than in connection with
the initial public offering pursuant to the resale of 650,000 at the time of the Company's initial public offering. As an "exempt
investor" subject to Rule 13-d-1(d), we understand that if Soon Aik acquires additional ordinary shares in the Company, we must
evaluate whether Soon Aik is still eligible to rely on Rules 13d-1(b) or 13d-1(c) to continue to report on Schedule 13G if the most recent
acquisition (by adding to all other acquisitions of securities of the same class during the 12 months immediately preceding the date
of the most recent acquisition to determine if the acquisitions aggregate to more than two percent of the class of such securities) in
accordance with Section 13(d)(6)(B) of the Exchange Act.

 If
you have any questions regarding this response, please contact R. Joilene Wood at (415) 305-4651 or David Ficksman at (310) 789-1290.

 Very
 truly yours,

 By:
 /s/
 Johnson Yap

 Name:
 Johnson
 Yap, Chief Financial Officer

 cc:

 David
 Ficksman, TroyGould PC

 R.
 Joilene Wood, TroyGould PC

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 21, 2025

Johnson Yap
Reporting Person
Soon Aik Global Pte. Ltd.
14 Ang Mo Kio Street 63
Singapore, U0, 569116

 Re: SAG Holdings Limited
 Schedule 13D filed February 24, 2025 by Soon Aik Global Pte. Ltd.
 File No. 005-94900
Dear Johnson Yap:

 We have conducted a limited review of the above-captioned filing and
have the
following comments.

 Please respond to this letter by amending the filing or by providing
the requested
information. If you do not believe our comments apply to your facts and
circumstances or
that an amendment is appropriate, please advise us why in a response letter.

 After reviewing any amendment to the filing and any information provided
in
response to these comments, we may have additional comments.

Schedule 13D filed February 24, 2025
General

1. We note that the event reported as requiring the filing of the Schedule
13D was
 December 31, 2024. Rule 13d-1(a) of Regulation 13D-G requires the filing
of a
 Schedule 13D within five business days after the date beneficial
ownership of more
 than five percent of a class of equity securities specified in Rule
13d-1(i)(1) was
 acquired. Based on the December 31, 2024 event date, the Schedule 13D
submitted on
 Febtuary 24, 2025 was not timely filed. Please advise us why the
Schedule 13D was
 not filed within the required five business days after the date of the
acquisition.
Item 4, page 1

2. We note your disclosure that "Soon Aik acquired the securities of the
Issuer as the
 parent company of the Issuer." Please revise to disclose the purpose or
purposes of the
 acquisition of securities of SAG Holdings Limited. Refer to Item 4 of
Schedule 13D.
Item 5, page 1
 April 21, 2025
Page 2

3. We note your disclosure that "the Reporting Persons have not effected
any
 transactions in the Ordinary Shares during the past 60 days." At
present, however,
 only one Reporting Person has been identified. Please revise to provide
the requisite
 disclosure for the filing person with respect to all transactions in the
securities
 between the deadline for timely filing the Schedule 13D and the actual
filing of the
 Schedule 13D. In amending the Schedule 13D to include the required
disclosures,
 please be advised that the Instruction to Item 5(c) requires the
beneficial owner to
 "describe," at a minimum, the following: "(1) The identity of the person
covered by
 Item 5(c) who effected the transaction; (2) the date of transaction; (3)
the amount of
 securities involved; (4) the price per share or unit; and (5) where and
how the
 transaction was effected."
 We remind you that the filing person is responsible for the accuracy
and adequacy of
its disclosures, notwithstanding any review, comments, action or absence of
action by the
staff.

 Please direct any questions to Blake Grady at 202-551-8573 or Nicholas
Panos at
202-551-3266.

 Sincerely,

 Division of
Corporation Finance
 Office of Mergers &
Acquisitions
</TEXT>
</DOCUMENT>

CORRESP
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Wilson-Davis
& Co., Inc.

236
Main Street

Salt
Lake City, Utah 84101

September
26, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporate Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Scott Anderegg

    Re:
    SAG
    Holdings Limited (the “Company”)

    Registration
    Statement on Form F-1 (Registration No. 333-267771)

Ladies
and gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission (the “Commission”) under
the Securities Act of 1933, as amended, Wilson-Davis & Co., Inc., as representative of the several underwriters, hereby joins the
request of the Company that the Commission take appropriate action to cause the above-referenced Registration Statement to become effective
at 4:30 p.m., Eastern Time, on Monday, September 30, 2024, or as soon thereafter as practicable, or at such later time as the Company
or its counsel may request via telephone call to the staff.

Pursuant
to Rule 460 under the Securities Act, please be advised that there will be distributed to each underwriter or dealer, who is reasonably
anticipated to be invited to participate in the distribution of the security, as many copies of the proposed form of preliminary prospectus
as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned advises that it has complied and will continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange
Act of 1934, as amended.

    Very
    truly yours,

    Wilson-Davis
    & Co., Inc.

    By:
    /s/
    Robert McBey

    Name:

    Robert
    McBey

    Title:

    Chief
    Executive Officer

    cc:
    Mitchell
    Goldsmith, Taft Stettinius & Hollister LLP

    David
    Washbush, Taft Stettinius & Hollister LLP

CORRESP
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SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

September
26, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG
    Holdings Limited

    Request
                                            for Acceleration

    Registration
    Statement on Form F-1 (as amended)

    File
    No. 333-267771

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), SAG Holdings Limited (the
“Company”), a Cayman Islands company (the “Company”), respectfully requests that the effective date of its
Registration Statement on Form F-1 (File No. 333-281514) (the “Registration Statement”) be accelerated so that it will
become effective at 4:30 p.m., Eastern Time, on September 30, 2024, or as soon thereafter as possible.

In
making this acceleration request, the Company acknowledges that:

    (i)
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    (ii)
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the
    Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
    as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, TroyGould PC by calling Joilene Wood at (415)
305-4651 or David Ficksman at (310) 789-1290. We also respectfully request that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, TroyGould PC, Attention: Joilene Wood, by email at
jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
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SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

September
26, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 20 to Registration Statement on Form F-1

    File
    No. 333-267771

Ladies
and Gentlemen:

SAG
Holdings Limited (the “Company”) has submitted the Company’s Amendment No. 21 to Registration Statement on Form F-1
today to respond to the comment of the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter
dated September 26, 2024 with respect to the Company’s Registration Statement, as noted above. The text of the Staff’s comment
is set forth below, followed by the Company’s response.

Amendment
No. 20 to Registration Statement on Form F-1

General

  1.
  Please refer to Exhibit 5.1. Please have company counsel
revise the legal opinion to cover the registered public offering and resale offering. In this regard, we note that most recent legal
opinion dated June 14, 2023 is dated and doesn’t cover the current offerings and specifically the resale offerings. Please revise
as applicable.

We
have filed an updated Exhibit 5.1 that covers the current offerings and resale offerings.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

September 26, 2024
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 20 to Registration Statement on Form F-1
Filed September 20, 2024
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 20 to Registration Statement on Form F-1
General
1.Please refer to Exhibit 5.1.  Please have company counsel revise the legal opinion to cover
the registered public offering and resale offering. In this regard, we note that most recent
legal opinion dated June 14, 2023 is dated and doesn't cover the current offerings and
specifically the resale offerings.  Please revise as applicable.

September 26, 2024
Page 2
            Please contact Scott Anderegg at 202-551-3342 or Donald Field at 202-551-3680 with
any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

September
20, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 20 to Registration Statement on Form F-1

    File
    No. 333-267771

Ladies
and Gentlemen:

SAG
Holdings Limited (the “Company”) has submitted the Company’s Amendment No. 20 to Registration Statement on Form F-1
today to reflect an increase in the size of the offering by the Company from 875,000 shares to 1,000,000, and has filed an updated Exhibit
107 accordingly.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
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SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

September
16, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG Holdings Limited

    Amendment No. 20 to
    Registration Statement on Form F-1

    File No. 333-267771

Ladies
and Gentlemen:

SAG
Holdings Limited (the “Company”) has submitted the Company’s Amendment No. 20 to Registration Statement on Form F-1
today as an exhibits-only filing in order to provide a current consent of auditor. Please note that the cover page includes delaying
amendment language, as referred to in prior correspondence.

If
you have any questions regarding this filing, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG Holdings Limited

    /s/
    Jimmy Neo

    By:
    Jimmy Neo

    Chief Executive Officer & Executive Director

    cc:
    David L. Ficksman

    R. Joilene Wood

CORRESP
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SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

August
21, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 19 to Registration Statement on Form F-1

    File
    No. 333-267771

Ladies
and Gentlemen:

SAG
Holdings Limited (the “Company”) has submitted the Company’s Amendment No. 19 to Registration Statement on Form F-1
today to respond to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained in its letter
dated August 20, 2024 with respect to the Company’s Registration Statement, as noted above. The text of the Staff’s comments
is set forth below, followed in each case by the Company’s responses.

Amendment
No. 18 to Registration Statement on Form F-1

General

    1.

    Please
    refer to the registration statement cover page. Please check the applicable check box on the cover page regarding the registration
    of securities pursuant to Rule 415 of the Securities Act of 1933.

We
have filed an amended cover page to check the applicable box regarding the registration of securities pursuant to Rule 415, along with
an explanatory note to clarify that no other amendments were made.

    2.

    Please
    refer to the Resale Prospectus Shareholders Plan of Distribution section on page Alt-3. We note your disclosure that the Resale Prospectus
    Shareholders may sell their Ordinary Shares through “purchases by a broker-dealer as principal and resale by the broker-dealer
    for its account” and that “any broker-dealers or agents that are involved in selling the Ordinary Shares may be deemed
    to be ‘underwriters’”. Please confirm your understanding that the retention by a Resale Prospectus Shareholder
    of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to
    your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K.

We
confirm our understanding that the retention by a Resale Prospectus Shareholder of an underwriter would constitute a material change
to our plan of distribution requiring a post-effective amendment as provided pursuant to the undertakings we have set forth in Item 9
of Part II of the Registration Statement, which undertakings are made pursuant to Item 512(a)(1)(iii) of Regulation S-K.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
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SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

August
21, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 19 to Registration Statement on Form F-1

    File
    No. 333-267771

Ladies
and Gentlemen:

We
are filing this letter in order to provide the staff of the of the Securities and Exchange Commission sufficient time to perform its
customary screening and review of registration statements prior to their effectiveness.

Pursuant
to Rule 473(c) of the Securities Act of 1933 (the “Act”), the following delaying amendment, prescribed by Rule 473(a) of
the Act, is hereby incorporated into the facing page of the Registration Statement on Form F-1 (File No. 333-267771) filed by SAG Holdings
Limited on August 21, 2024:

“The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date
as the Commission acting pursuant to said Section 8(a), may determine.”

If
you have any questions regarding this letter, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

August 20, 2024
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 18 to Registration Statement on Form F-1
Filed August 7, 2024
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your amended registration statement and have the following
comment(s).
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 18 to Registration Statement on Form F-1
General
1.Please refer to the registration statement cover page.  Please check the applicable check
box on the cover page regarding the registration of securities pursuant to Rule 415 of
the Securities Act of 1933.
2.Please refer to the Resale Prospectus Shareholders Plan of Distribution section on page
Alt-3.  We note your disclosure that the Resale Prospectus Shareholders may sell their
Ordinary Shares through "purchases by a broker-dealer as principal and resale by the
broker-dealer for its account" and that "any broker-dealers or agents that are involved in
selling the Ordinary Shares may be deemed to be 'underwriters'".  Please confirm your
understanding that the retention by a Resale Prospectus Shareholder of an underwriter
would constitute a material change to your plan of distribution requiring a post-effective
amendment.  Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of
Regulation S-K.

August 20, 2024
Page 2
            Please contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
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SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

August
7, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 18 to Registration Statement on Form F-1

    File
    No. 333-267771

Ladies
and Gentlemen:

SAG
Holdings Limited (the “Company”) has submitted the Company’s Amendment No. 18 to Registration Statement on Form F-1
today to reflect the engagement of a new lead underwriter.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
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SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

June
7, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG
    Holdings Limited (the “Company”)

    Amendment
    No. 16 to Registration Statement on Form F-1

    File
    No. 333-267771

Ladies
and Gentlemen:

We
have set forth below responses to the comments of the staff (the “Staff”) of the Securities and Exchange Commission contained
in its letter of June 6, 2024 with respect to the Company’s Registration Statement, as noted above.

The
text of the Staff’s comments is set forth below, followed in each case by the Company’s responses. Please note that all references
to page numbers in the responses are references to the page numbers in the Amendment No. 17 to the Registration Statement submitted concurrently
with the submission of this letter in response to the Staff’s comments.

Consolidated
Balance Sheets, page F-3

1.
Please revise to present your non-controlling interest as a separate component of stockholders’ equity, distinct from the equity
attributable to the controlling shareholders.

We
have revised to separate the non-controlling and controlling shareholders on page F-3, as requested.

Consolidated
Statements of Cash Flows, page F-6

2.
It appears the “balance with related parties” line item of $2,450,000 presented in change in operating assets and liabilities
includes the decrease of your dividend payable to the ultimate holding company disclosed in page Note 8 on page F-19. Please tell us
your basis for presenting dividend payment in operating activities, as opposed to financing activities. Refer to ASC 230-10-45-15.

We have revised the
presentation of the dividend payable under financing activities on page 40 and page F-6, in accordance with ASC
230-10-45-15.

Item
9. Undertakings, page II-2

3.
Revise to provide the undertakings required by Item 512(a) of Regulation S-K.

We
have revised the disclosure on page II-2 of the resale prospectus to provide the undertakings required by Item 512(a) of Regulation S-K.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

United States securities and exchange commission logo
June 6, 2024
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 16 to Registration Statement on Form F-1
Filed May 28, 2024
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 16 to Registration Statement on Form F-1 filed May 28, 2024
Consolidated Balance Sheets, page F-3
1.Please revise to present your non-controlling interest as a separate component of
stockholders' equity, distinct from the equity attributable to the controlling shareholders.
Consolidated Statements of Cash Flows, page F-6
2.It appears the “balances with related parties” line item of $2,450,000 presented in change
in operating assets and liabilities includes the decrease in your dividend payable to the
ultimate holding company disclosed in Note 8 on page F-19. Please tell us your basis for
presenting dividend payment in operating activities, as opposed to financing activities.
Refer to ASC 230-10-45-15.

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 June 6, 2024 Page 2
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
June 6, 2024
Page 2
Item 9. Undertakings, page II-2
3.Revise to provide the undertakings required by Item 512(a) of Regulation S-K.
            Please contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

May
28, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG Holdings Limited

    Amendment No. 16 to
    Registration Statement on Form F-1

    File No. 333-267771

Ladies
and Gentlemen:

SAG
Holdings Limited (the “Company”) has submitted the Company’s Amendment No. 16 to Registration Statement on Form F-1
today to provide updated 2023 audited financials.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG Holdings Limited

    /s/ Jimmy
    Neo

    By:
    Jimmy Neo

    Chief Executive Officer & Executive Director

    cc:
    David L. Ficksman

    R. Joilene Wood

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

April
1, 2024

VIA
EDGAR TRANSMISSION

Division
of Corporate Finance

United
States Securities and Exchange Commission

100
F Street, N.E.

Washington,
D.C. 20549-6010

    Attn:

    Mr.
    Scott Anderegg

    Division
    of Corporate Finance

    Office
    of Real Estate & Construction

    Re:
    SAG
    Holdings Limited (the “Company”)

    Registration
    Statement on Form F-1 (Registration No. 333-267771)

    Request
    for Acceleration of Effective Date

Ladies
and gentlemen:

Reference
is made to our letter, filed as correspondence via EDGAR on March 29, 2024, in which we requested the acceleration of the effective date
of the above-referenced Registration Statement for Monday, April 1, 2024, at 4:30 p.m. Eastern Time, in accordance with Rule 461 under
the Securities Act of 1933, as amended. We are no longer requesting that such Registration Statement be declared effective at this time
and we hereby formally withdraw our request for acceleration of the effective date.

If
you have any questions regarding this request, please contact David Ficksman at (310) 789-1290.

    Very
    truly yours,

    By:
    /s/
    Chin Heng Neo

    Name:
    Chin
    Heng Neo

    Title:
    Chief
    Executive Officer

    cc:

    David
    Ficksman, TroyGould PC

    R.
    Joilene Wood, TroyGould PC

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

March
29, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attention:
Mr. Thomas Jones

    Re:

    SAG
                                            Holdings Limited

    Request
    for Acceleration

    Registration
    Statement on Form F-1 (as amended)

    File
    No. 333-267771

Ladies
and Gentlemen:

Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), SAG Holdings Limited, a Cayman
Islands company (the “Company”), respectfully requests that the effective date of its Registration Statement on Form F-1
(File No. 333-267771) (the “Registration Statement”), be accelerated so that it will become effective at 4:30 p.m., Eastern
Time, on April 1, 2024, or as soon thereafter as possible.

In
making this acceleration request, the Company acknowledges that:

    (i)
    should
    the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare
    the Registration Statement effective, it does not foreclose the Commission from taking any action with respect to the Registration
    Statement;

    (ii)
    the
    action of the Commission or the staff, acting pursuant to delegated authority, in declaring the Registration Statement effective,
    does not relieve the Company from its full responsibility for the adequacy of the disclosure in the Registration Statement; and

    (iii)
    the
    Company may not assert comments of the Commission or the staff and the declaration of effectiveness of the Registration Statement
    as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Once
the Registration Statement is effective, please orally confirm the event with our counsel, TroyGould PC by calling David Ficksman at
(310) 789-1290 or Joilene Wood at (415) 305-4651. We also respectfully request that a copy of the written order from the Commission verifying
the effective time and date of the Registration Statement be sent to our counsel, TroyGould PC, Attention: David Ficksman, by facsimile
to (310)789-1290 or email at dficksman@troygould.com.

If
you have any questions regarding this request, please contact David Ficksman at (310) 789-1290.

    Very
    truly yours,

    By:
    /s/
    Chin Heng Neo

    Name:
    Chin
    Heng Neo

    Title:
    Chief
    Executive Officer

    cc:

    David
    Ficksman, TroyGould PC

    R.
    Joilene Wood, TroyGould PC

CORRESP
1
filename1.htm

March
29, 2024

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

Attn:
Mr. Thomas Jones

    Re:
    SAG Holdings Limited

    Request for Acceleration

    Registration Statement on Form F-1, as amended (File
    No. 333-267771)

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as
amended, Spartan Capital Securities, LLC, as representative of the underwriters, hereby requests acceleration of the effective
date of the above-referenced Registration Statement so that it will become effective at 4:30 p.m., Eastern Time on Monday, April 1, 2024,
or as soon thereafter as practicable.

Pursuant
to Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated March 21,
2024, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The
undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed by participating
dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in
connection with the above-referenced issue.

    Very
    truly yours,

    Spartan
    Capital Securities, LLC

    By:

    /s/
    William Coons

    Name:
    William
    Coons

    Title:
    President

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

March
21, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 14 to Registration Statement on Form F-1

    File
    No. 333-267771

Ladies
and Gentlemen:

By
letter dated March 19, 2024, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided SAG Holdings Limited (the “Company”) with a comment on the Company’s Registration Statement on Form F-1, described
above. This letter contains the Company’s response to the Staff’s comments. Concurrently herewith, the Company is filing
Amendment No. 15 to Registration Statement on Form F-1 (as amended, the “Registration Statement”). We have restated the comment
and our reply below:

Explanatory
Note, page i

  1.
  We note your statement that the Resale Prospectus Shareholders
will participate in a potential resale. Please revise to state, if true, that the Resale Prospectus Shareholders will sell shares only
once such shares are listed on the Nasdaq Capital Market and that the Resale Prospectus Shareholders will sell shares only once the primary
offering has closed. Make consistent revisions in the alternate pages. In this regard, you should revise to leave room to provide the
market price of the securities as of the latest practicable date, once available and when you utilize a separate prospectus for the resale
transaction.

In
response to the Staff’s comment, we have revised the Explanatory Note, the risk factor related to resale shares, and the Alternate
pages in the Resale Prospectus to make clear that the resale shares will be offered after the primary offering shares are sold and added
disclosure to provide the market price of the securities as of the latest practicable date in the resale prospectus.

Alternate
Prospectus Prospectus Cover page, page Alt-1

  2.
  We note that the size of the resale component has grown
in recent amendments to nearly triple the size of the primary offering and that your controlling shareholder is offering shares for sale.
Tell us why the resale offering is required to be registered at this time and how you determined the amount
you are offering for resale, with a view to understanding whether the resale portion of the offering should be deemed an indirect primary
being conducted by or on behalf of the issuer, consistent with Question 612.09 of our Securities Act Rule Compliance and Disclosure Interpretations,
available on our website.

As
noted, Soon Aik Global Pte. Ltd. (“Soon Aik”) is our controlling shareholder. The resale offering was sized as such primarily
to diversify our investor base. The resale offering in the prior filing would have potentially reduced Soon Aik’s holdings from
over 86% to under 68%. Soon Aik has now reduced their Ordinary Shares offered for resale to 650,000, as is reflected in the revised Resale
Prospectus.

For
the reasons set forth below, we respectfully submit that the resale offering (the “Resale Offering”) of 650,000 shares of
Soon Aik’s holdings of the Company’s shares, in particular, is not a resale offering on behalf of the Company and that Soon
Aik (which own the majority of equity interests in the Company) and Celestial Horizon Holdings Limited (“Celestial”) are
not, and should not be, considered “underwriters” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as
amended (the “Securities Act”), with respect to the Resale Offering.

Securities
Act Rules Compliance and Disclosure Interpretation (“C&DI”) 128.04 provides that the determination of whether a purchaser
of securities is an underwriter with respect to the resale of such securities “depends on the facts and circumstances of the particular
case.” C&DI 612.09 states in part:

“Consideration
should be given to how long the selling shareholders have held the shares, the circumstances under which they received them, their relationship
to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether
under all the circumstances it appears that the seller is acting as a conduit for the issuer.”

Background

As
described in the Registration Statement, Soon Aik is the parent company of our group of companies and the controlling shareholder in
the Company. Pursuant to an agreement dated February 14, 2022, Celestial, which is an independent third party, acquired a 4.90% shareholding
interest in the Company from Soon Aik for consideration of US$800,000. On September 29, 2022, Soon Aik underwent a reorganization after
which Soon Aik and Celestial held 8,915,625 and 459,375 Ordinary Shares of the Company respectively. We then completed a forward spilt
on January 5, 2024, after which our total issued shares are held as to 8,559,000 shares by Soon Aik and 441,000 shares by Celestial.
As the only two shareholders of our Company, the Resale Offering will diversify our holdings more broadly as well as provide an opportunity
for liquidity by Celestial.

How
long the Resale Shareholders have held the Shares

Soon
Aik and Celestial have held the Shares since the reorganization in 2022 and have born the market risk of holding the shares as an investment,
and not with a view to distribution. The Resale Offering of the shares owned by Celestial represents less than 5% of the Ordinary Shares
outstanding prior to the Offering, and Soon Aik is offering 7.2% of the Ordinary Shares held prior to the Offering. Prior to reducing
the number of shares offered in the Resale Offering, Soon Aik was still going to be retaining the vast majority of its current holdings
and will now still retain an 80% share of the Ordinary Shares outstanding after the Resale Offering, assuming it places all of its shares
offered for Resale. As such, Soon Aik will continue to bear the market risk of holding the Company’s Ordinary Shares.

The
circumstances under which the Resale Shareholders received the Shares

The
circumstances of how each Resale Shareholder received their respective holdings is described under the Background section above.
Celestial obtained the shares in connection with making an investment in the Company and Soon Aik holds the shares by virtue of being
the parent entity. The facts surrounding the issuance of the shares do not support a conclusion that the Resale Shareholders acquired
the securities for the purpose of distributing them on behalf of the Company.

The
Resale Shareholders relationship to the issuer

Celestial
has no relationship to the Company other than as an investing partner. Soon Aik has a relationship as an affiliated entity that inherently
has a vested long-term interest and investment in the Company that is inconsistent with a conclusion that Soon Aik was acquiring the
securities for the purpose of distributing them on behalf of the Company. Further, the Company is not receiving any proceeds of the Resale
Offering and hence this is not an indirect primary offering on behalf of the Company.

The
amount of securities involved

We
note that Soon Aik will be retaining a significant interest in the Company and will hold 80% of the Company, assuming all the shares
it is offering in the Resale Offering are in fact sold. Soon Aik will dispose up to 20% of its current holdings in the Company and will
retain the vast majority of its holdings, indicating its continued intent to retain a significant interest in the Company.

Whether
the Resale Shareholders are in the business of underwriting securities

Neither
Celestial nor Soon Aik are in the business of underwriting securities. One is an investment firm that is neither a broker dealer nor
an underwriter but rather a firm that makes private equity investments. Soon Aik is the parent company of operating companies in the
space of industrial and commercial machine and auto parts and is not in the business of underwriting securities.

Whether
under all the circumstances it appears that the seller is acting as a conduit for the issuer

Both
Celestial and Soon Aik have made a long-term investment in the Company. Celestial is in the business of investing in companies, not underwriting
securities. Soon Aik is a separate parent entity that is seeking to diversify the investment base of the Company as the current 95.1%
controlling shareholder. The decision to offer Ordinary Shares in the Resale Offering was made by Celestial and Soon Aik and not by the
Company, which will receive no financial benefits from the Resale Offering.

For
the reasons stated above, we believe that the Offering is not an indirect primary offering by the Company and that Celestial and Soon
Aik, and should not be, considered “underwriters” of the Shares within the meaning of Section 2(a)(11) of the Securities
Act.

Please
notify R. Joilene Wood of any questions regarding the submission at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

United States securities and exchange commission logo
March 19, 2024
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 14 to Registration Statement on Form F-1
Filed March 13, 2024
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our March 1, 2024 letter.
Amendment No. 14 to Registration Statement on Form F-1
Explanatory Note, page i
1.We note your statement that the Resale Prospectus Shareholders will participate in a
potential resale. Please revise to state, if true, that the Resale Prospectus Shareholders will
sell shares only once such shares are listed on the Nasdaq Capital Market and that the
Resale Prospectus Shareholders will sell shares only once the primary offering has closed.
Make consistent revisions in the alternate pages. In this regard, you should revise to leave
room to provide the market price of the securities as of the latest practicable date, once
available and when you utilize a separate prospectus for the resale transaction.

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 March 19, 2024 Page 2
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
March 19, 2024
Page 2
Alternate Prospectus
Prospectus Cover page, page Alt-1
2.We note that the size of the resale component has grown in recent amendments to nearly
triple the size of the primary offering and that your controlling shareholder is offering
shares for sale. Tell us why the resale offering is required to be registered at this time and
how you determined the amount you are offering for resale, with a view to understanding
whether the resale portion of the offering should be deemed an indirect primary being
conducted by or on behalf of the issuer, consistent with Question 612.09 of our Securities
Act Rule Compliance and Disclosure Interpretations, available on our website.
            Please contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

March
13, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 14 to Registration Statement on Form F-1

    File
    No. 333-267771

Ladies
and Gentlemen:

Please
be advised that we have filed Amendment Number 14 to the Registration Statement referenced above. The Registration Statement was revised
to update the “Price Stabilization, Short Positions and Penalty Bids” section in the Underwriting Section, along with filing
an updated Underwriting Agreement.

Please
notify R. Joilene Wood of any questions regarding the submission at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

United States securities and exchange commission logo
March 1, 2024
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 12 to Registration Statement on Form F-1
Filed February 21, 2024
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your registration statement and have the following comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment 12 to Form F-1 filed February 21, 2024
Related Party Transactions, page 88
1.We note that you have updated your disclosure to provide sales by related entities for the
financial year ended December 31, 2023. We also note your disclosure, "[s]et forth below
are related party transactions of our Company for the financial years ended December 31,
2022 and 2021." Please clarify or revise your disclosure to disclose the related party
transactions to include all transaction for the financial year ended December 31, 2023.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 March 1, 2024 Page 2
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
March 1, 2024
Page 2
            Please contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

March
1, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 12 to Registration Statement on Form F-1

    Filed
    February 21, 2024

    File
    No. 333-267771

Ladies
and Gentlemen:

By
letter dated March 1, 2024, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided SAG Holdings Limited (the “Company”) with a comment on the Company’s Registration Statement on Form F-1, described
above. This letter contains the Company’s response to the Staff’s comments. Concurrently herewith, the Company is filing
Amendment No. 13 to Registration Statement on Form F-1. We have restated the comment and our reply below:

Related
Party Transactions, page 88

 1. We
                                            note that you have updated your disclosure to provide sales by related entities for the financial
                                            year ended December 31, 2023. We also note your disclosure “[s]et forth below are related
                                            party transactions for our Company for the financial years ended December 31, 2022 and 2021.”
                                            Please clarify or revise your disclosure to disclose the related party transactions to include
                                            all transactions for the financial year ended December 31, 2023.

We
respectfully advise the Staff that we have clarified that the disclosure regarding related party transactions includes all transactions
for the financial years ended December 31, 2023 and 2022.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

February
21, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 11 to Registration Statement on Form F-1

    Filed
    January 26, 2024

    File
    No. 333-267771

Ladies
and Gentlemen:

SAG
Holdings Limited (the “Company”) has submitted the Company’s Amendment No. 12 to Registration Statement on Form F-1
today to update the related party transactions disclosure on page 89.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/ Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

United States securities and exchange commission logo
January 25, 2024
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 10 to Registration Statement on Form F-1
Filed January 18, 2023
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your amended registration statement and have the following
comments.
            Please respond to this letter by amending your registration statement and providing the
requested information. 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 any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Amendment No. 10 to Registration Statement on Form F-1
Compensation of Executive Directors and Executive Officers, page 85
1.Revise to update this discussion for the fiscal year ended December 31, 2023, consistent
with Item 6.B. of Form 20-F.  This comment also applies to your related party transaction
disclosure on page 88.  Refer to Item 7.B. of Form 20-F.
Index to Audited Consolidated Financial Statements, page F-1
2.Please update your financial statements in accordance with Item 8.A.4 of Form 20-F or
include the representation noted in Instruction 2 to Item 8.A.4 of Form 20-F as an exhibit
to your registration statement.

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 January 25, 2024 Page 2
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
January 25, 2024
Page 2
            Please contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

January
26, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 10 to Registration Statement on Form F-1

    Filed
    January 18, 2024

    File
    No. 333-267771

Ladies
and Gentlemen:

By
letter dated January 25, 2024, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided SAG Holdings Limited (the “Company”) with comments on the Company’s Registration Statement on Form F-1, described
above. This letter contains the Company’s responses to the Staff’s comments. Concurrently herewith, the Company is filing
Amendment No. 11 to the Registration Statement on Form F-1.

Amendment
No. 10 to Registration Statement on Form F-1

Compensation
of Executive Directors and Executive Officers, page 85

    1.
    Revise
    to update this discussion for the fiscal year ended December 31, 2023, consistent with Item 6.B. of Form 20-F. This comment also
    applies to your related party transaction disclosure on page 88. Refer to Item 7.B. of Form 20-F.

We
have made the amendment on page 85 to be responsive to the Commission’s comment regarding updated compensation disclosure
for the year ended 2023. We respectfully advise the Staff that we are not able to provide more current information
as relates to related party transactions at this time. Our accounting staff and auditors will be preparing such information in the coming
weeks, but we do not expect it to be finalized prior to April 1, 2024.

Index
to Audited Consolidated Financial Statements, page F-1

    2.
    Please
    update your financial statements in accordance with Item 8.A.4 of Form 20-F or include the representation noted in Instruction 2
    to Item 8.A.4 of Form 20-F as an exhibit to your registration statement.

We
have filed a new Exhibit 99.2 to be responsive to the Commission’s comment.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

January
18, 2024

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 10 to Registration Statement on Form F-1

    File
    No. 333-267771

Ladies
and Gentlemen:

SAG
Holdings Limited (the “Company”) has submitted the Company’s Amendment No. 10 to Registration Statement on Form F-1
today to update the offering disclosures.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

October
10, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    SAG
    Holdings Limited

    Amendment
    No. 9 to Registration Statement on Form F-1

    File
    No. 333-267771

Ladies
and Gentlemen:

SAG
Holdings Limited (the “Company”) has submitted the Company’s Amendment No. 9 to Registration Statement on Form F-1
today to update financial disclosures through June 30, 2023.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:
    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio Street 63

Singapore
569116

September 5,
2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Thomas Jones

    Re:
    SAG Holdings Limited

    Amendment No. 8 to Registration
    Statement on Form F-1

    File No. 333-267771

Ladies
and Gentlemen:

SAG
Holdings Limited (the “Company”) has submitted the Company’s Amendment No. 8 to Registration Statement on Form F-1
today to update certain biographical information, provide updated material contracts and information in the Capitalization
and Dilution section.

If
you have any questions regarding this response, please direct them to our counsel David Ficksman at 310-789-1290 or dficksman@troygould.com
or Joilene Wood at 415-305-4651 or jwood@troygould.com.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Jimmy Neo

    By:

    Jimmy
    Neo

    Chief
    Executive Officer & Executive Director

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio 63

Singapore
569116

June
27, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG Holdings Limited

    Amendment No. 6 to Registration
    Statement on Form F-1

    Filed June 23, 2023

    CIK No. 0001933951

Ladies
and Gentlemen:

By
letter dated June 26, 2023, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided SAG Holdings Limited (the “Company”) with comments on the Company’s Registration Statement on Form F-1, described
above. This letter contains the Company’s responses to the Staff’s comments. Concurrently herewith, the Company is filing
Amendment No. 7 to the Registration Statement on Form F-1.

Amendment
No. 6 to Registration Statement on Form F-1

Exhibit
23.1, page 1

    1.
    The audit report dated
    June 14, 2023 on page F-2 appears to cover only the most recent year. Please have your auditor further revise their consent to include
    reference to their audit report on your financial statements for the year ended December 31, 2021.

We
have filed the amendment to the page F-2 and a new Exhibit 23.1 to be responsive to the Commission’s comment.

Securities
and Exchange Commission

Division
of Corporation Finance

Attention:
Scott Anderegg

Page
2

    Sincerely,

    SAG Holdings Limited

    By:
    Ivy Lee

    Chief Financial Officer

    cc:
    David L. Ficksman

    R. Joilene Wood

United States securities and exchange commission logo
June 26, 2023
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 6 to Registration Statement on Form F-1
Filed June 23, 2023
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your registration statement and have the following comment.  In our
comment, we may ask you to provide us with information so we may better understand your
disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to the comment, we may have additional comments.
Amendment No. 6 to Registration Statement on Form F-1
Exhibit 23.1, page 1
1.The audit report dated June 14, 2023 on page F-2 appears to cover only the most recent
year.  Please have your auditor further revise their consent to include reference to their
audit report on your financial statements for the year ended December 31, 2021.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 June 26, 2023 Page 2
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
June 26, 2023
Page 2
            You may contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio 63

Singapore
569116

June
23, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

Re: SAG
                                            Holdings Limited

  Amendment
                                         No. 5 to Registration Statement on Form F-1

  Filed
                                         June 14, 2023

  CIK
                                         No. 0001933951

Ladies
and Gentlemen:

By
letter dated June 21, 2023, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided SAG Holdings Limited (the “Company”) with comments on the Company’s Registration Statement on Form F-1, described
above. This letter contains the Company’s responses to the Staff’s comments. Concurrently herewith, the Company is filing
Amendment No. 6 to the Registration Statement on Form F-1.

Amendment
No. 5 to Registration Statement on Form F-1

Exhibit
23.1, page 1

 1. Please
                                            have your auditor revise their consent to include reference to the financial statements for
                                            the year ended December 31, 2021 and correctly state the date of the audit report with respect
                                            to the financial statements for the year ended December 31, 2022.

We
have filed a new Exhibit 23.1 to be responsive to the Commission’s comment.

General

 2. We
                                            note recent instances of extreme stock price run-ups followed by rapid price declines and
                                            stock price volatility seemingly unrelated to company performance following a number of recent
                                            initial public offerings, particularly among companies with relatively smaller public floats.
                                            Revise to include a separate risk factor addressing the potential for rapid and substantial
                                            price volatility and discuss the risks to investors when investing in stock where the price
                                            is changing rapidly. Clearly state that such volatility, including any stock-run up, may
                                            be unrelated to your actual or expected operating performance and financial condition or
                                            prospects, making it difficult for prospective investors to assess the rapidly changing value
                                            of your stock.

Securities
and Exchange Commission

Division
of Corporation Finance

Attention:
Scott Anderegg

Page 2

We
have added a risk factor on page 21 to address the Commission’s comment.

    Sincerely,

    SAG Holdings Limited

    By:
    Ivy
    Lee

    Chief
    Financial Officer

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

United States securities and exchange commission logo
June 21, 2023
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 5 to Registration Statement on Form F-1
Filed June 14, 2023
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our April 7, 2023 letter.
Amendment No. 5 to Registration Statement on Form F-1
Exhibit 23.1, page 1
1.Please have your auditor revise their consent to include reference to the financial
statements for the year ended December 31, 2021 and correctly state the date of their audit
report with respect to the financial statements for the year ended December 31, 2022.

General
2.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 June 21, 2023 Page 2
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
June 21, 2023
Page 2
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and discuss the risks to investors when investing in
stock where the price is changing rapidly. Clearly state that such volatility, including any
stock-run up, may be unrelated to your actual or expected operating performance and
financial condition or prospects, making it difficult for prospective investors to assess the
rapidly changing value of your stock.
            You may contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio 63

Singapore
569116

April
14, 2023

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG Holdings Limited

    Amendment No. 4 to Registration Statement on Form F-1

    Filed October 7, 2022

    CIK No. 0001933951

Ladies
and Gentlemen:

By
letter dated April 7, 2023, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided SAG Holdings Limited (the “Company”) with comments on the Company’s Registration Statement on Form F-1, described
above. This letter contains the Company’s responses to the Staff’s comments. Concurrently herewith, the Company is filing
Amendment No. 4 to the Registration Statement on Form F-1.

Amendment
No. 3 to Registration Statement submitted March 29, 2022

Preliminary
Prospectus, page i

 1. It
                                            appears the $11,500,000 proceeds to the Company before expenses is not determined based on
                                            the offering of 3,750,000 Ordinary Shares by SAG Holding Limited as stated in footnote (4),
                                            please revise the disclosure to reconcile the difference.

We
have clarified the disclosure to make it clear that the proceeds to the Company are from the 3,125,000 shares offered by the Company.

Capitalization,
page 30

 2. Your
                                            disclosure of 12,500,000 Ordinary Shares outstanding on an as adjusted basis appears to be
                                            inconsistent with the sum of 9,375,000 Ordinary Shares outstanding on an actual basis as
                                            of January 31, 2023 and 3,750,000 Ordinary Shares to be issued in this offering. Please revise
                                            to reconcile the difference.

We
have revised the Capitalization disclosure to clarify that the total shares issued in the offering will be 3,750,000, of which 3,125,000
are offered by the Company and 625,000 are offered by the Selling Shareholders..

Securities
and Exchange Commission

Division
of Corporation Finance

Attention:
Scott Anderegg

Page
2

 3. Please
                                            tell us how you have reflected the deductions for underwriting discounts and estimated offering
                                            expenses in the capitalization table.

The
deductions for underwriting discounts and estimated offering expenses in the capitalization table were offset against retained earnings.

Dilution,
page 31

 4. Please
                                            provide your dilution disclosure as of the date of your latest balance sheet provided in
                                            accordance with Item 9.E of Form 20-F. Please revise to reflect the underwriting discounts
                                            and commissions and estimated offering expenses in your calculation of the pro forma net
                                            tangible book value per share after giving effect to this offering.

We
have provided the dilution disclosure as of February 28, 2023, the date of our latest balance sheet and revised the discounts and commissions
and estimated offering expenses in the calculation of the pro forma net tangible book value per share after giving effect to the offering.

Exhibit
Index, page II-2

 5. We
                                            note you have filed two legal opinions. Both legal opinions are undated and have blanks for
                                            certain dates. In addition, the legal opinion provided by Conyers Dill & Pearman does
                                            not state the number of shares being registered. Please file legal opinions that are dated,
                                            and complete. In addition, with regard to the Conyers Dill & Pearman legal opinion, please
                                            file a revised opinion identifying the number of shares covered by the opinion.

We
have filed final dated and completed legal opinions  with the Registration Statement.

General

 6. Revise
                                            to clarify the total number of ordinary shares that will be offered in the underwritten offering.

We
have clarified the disclosure to make it clear that the total offering is 3,750,000, of which 3,125,000 shares are being offered by the
Company and 625,000 shares are being offered by the Selling Shareholders.

    Sincerely,

    SAG Holdings Limited

     /s/ Ivy Lee

    By:
    Ivy Lee

    Chief Financial Officer

    cc:
    David L. Ficksman

    R. Joilene Wood

United States securities and exchange commission logo
April 7, 2023
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed March 29, 2023
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our November 14, 2022 letter.
Amendment No. 3 to Registration Statement on Form F-1 Filed March 29, 2023
Preliminary Prospectus, page i
1.It appears the $11,500,000 proceeds to the Company before expenses is not determined
based on the offering of 3,750,000 Ordinary Shares by SAG Holding Limited as stated in
footnote (4), please revise the disclosure to reconcile the difference.
Capitalization, page 30
2.Your disclosure of 12,500,000 Ordinary Shares outstanding on an as adjusted basis
appears to be inconsistent with the sum of 9,375,000 Ordinary Shares outstanding on an
actual basis as of January 31, 2023 and 3,750,000 Ordinary Shares to be issued in this
offering.  Please revise to reconcile the difference.

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 April 7, 2023 Page 2
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
April 7, 2023
Page 2
3.Please tell us how you have reflected the deductions for underwriting discounts and
estimated offering expenses in the capitalization table.
Dilution, page 31
4.Please provide your dilution disclosure as of the date of your latest balance sheet provided
in accordance with Item 9.E of Form 20-F.  Please revise to reflect the underwriting
discounts and commissions and estimated offering expenses in your calculation of the pro
forma net tangible book value per share after giving effect to this offering.
Amendment 3 to Registration Statement on Form F-1 filed on March 29, 2023
Exhibit Index, page II-2
5.We note you have filed two legal opinions.  Both legal opinions are undated and have
blanks for certain dates.  In addition, the legal opinion provided by Conyers Dill
& Pearman does not state the number of shares being registered.  Please file legal opinions
that are dated, and complete.  In addition, with regard to the Conyers Dill & Pearman legal
opinion, please file a revised opinion identifying the number of shares covered by the
opinion.
General
6.Revise to clarify the total number of ordinary shares that will be offered in the
underwritten offering.  Throughout your prospectus, your disclosure indicates that the
total number of shares to be offered in the underwritten offering is 3,750,000 ordinary
shares, however, you have also revised your prospectus to increase the amount of shares
the company is offering to 3,750,000 ordinary shares.  If the company is offering such
amount and your selling shareholders are offering 625,000 ordinary shares, this suggests
that the total number of ordinary shares to be offered in the underwritten offering should
be 4,375,000 ordinary shares.
            You may contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio 63

Singapore
569116

November
16, 2022

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Scott Anderegg

    Re:
    SAG Holdings Limited

    Amendment
    No. 2 to Registration Statement on Form F-1

    Filed
    October 7, 2022

    CIK
    No. 0001933951

Ladies
and Gentlemen:

By
letter dated November 14, 2022, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided SAG Holdings Limited (the “Company”) with comments on the Company’s Registration Statement on Form F-1, described
above.

This
letter contains the Company’s responses to the Staff’s comments. Concurrently herewith, the Company is filing Amendment No.
2 to the Registration Statement on Form F-1.

Amendment
No. 2 to Registration Statement submitted November 15, 2022

Exhibit
23.1, page 1

 1. Please
                                            advise Audit Alliance LLP to revise their consent to include a statement acknowledging the
                                            reference of their name as an “expert” in auditing and accounting as disclosed
                                            on page 113.

We
have attached an updated consent form Audit Alliance acknowledging being named as an “expert” as set forth in Exhibit 23.1.

The
sale or availability for sale of substantial amounts of our Ordinary Shares…, page 21

 2. Revise
                                            this risk factor to acknowledge that you are registering for resale a portion of those shares
                                            held by your Selling Shareholders in a separate prospectus, in addition to those shares being
                                            sold in this initial public offering, so that it is clear to investors that such sales may
                                            further adversely impact your market price.

Securities
and Exchange Commission

Division
of Corporation Finance

Attention:
Scott Anderegg

Page
2

We
have updated this risk factor as requested.

    Sincerely,

    SAG Holdings Limited

    /s/ Ivy Lee

    By:

    Ivy
    Lee

    Chief Financial Officer

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

United States securities and exchange commission logo
November 14, 2022
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed November 8, 2022
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our October 14, 2022 letter.
Amendment No. 1 to Form F-1 Filed November 8, 2022
Exhibit 23.1, page 1
1.Please advise Audit Alliance LLP to revise their consent to include a statement
acknowledging the reference of their name as an “expert” in auditing and accounting as
disclosed on page 113.
The sale or availability for sale of substantial amounts of our Ordinary Shares..., page 21
2.Revise this risk factor to acknowledge that you are registering for resale a portion of those
shares held by your Selling Shareholders in a separate prospectus, in addition to those
shares being sold in this initial public offering, so that it is clear to investors that such
sales may further adversely impact your market price.

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 November 14, 2022 Page 2
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
November 14, 2022
Page 2
            You may contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joilene Wood

CORRESP
1
filename1.htm

SAG
Holdings Limited

14
Ang Mo Kio 63

Singapore
569116

November
8, 2022

VIA
EDGAR

Securities
and Exchange Commission

Division
of Corporation Finance

Washington,
D.C. 20549

Attention:
Ryan Lichtenfels

    Re:

    SAG
    Holdings Limited

    Amendment
    No. 1 to Registration Statement on Form F-1

    Filed
    October 7, 2022

    CIK
    No. 0001933951

Ladies
and Gentlemen:

By
letter dated October 14, 2022, the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
provided SAG Holdings Limited (the “Company”) with comments on the Company’s Registration Statement on Form F-1, described
above.

This
letter contains the Company’s responses to the Staff’s comments. The numbered responses and the headings set forth below
correspond to the numbered comments and headings in the Staff’s letter to the Offering Statement.

Concurrently
herewith, the Company is filing Amendment No. 1 to the Registration Statement of Form F-1.

Amendment
No. 1 to Registration Statement submitted November 8, 2022

Capitalization
and Indebtedness, page 30

    1.
    Please
    revise to present the statement of capitalization and indebtedness as of a date no earlier than 60 days prior to the date of this
    filing. Refer to Item 3.B of Form 20-F.

    We
    have updated the statement of capitalization and indebtedness as requested.

Securities
and Exchange Commission

Division
of Corporation Finance

Attention:
Ryan Lichtenfels

Page
2

Index
to Audited Consolidated Financial Statements, page F-1

    2.
    Please
    provide updated interim financial statements and related disclosures as required by Item 8.A.5 of Form 20-F.

    We
    have provided updated interim financial statements as requested.

    Sincerely,

    SAG
    Holdings Limited

    /s/
    Ivy Lee

    By:
    Ivy
Lee

    Chief Financial Officer

    cc:
    David
    L. Ficksman

    R.
    Joilene Wood

United States securities and exchange commission logo
October 14, 2022
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Registration Statement on Form F-1
Filed October 7, 2022
File No. 333-267771
Dear Ivy Lee:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 Filed October 7, 2022
Capitalization and Indebtedness, page 30
1.Please revise to present the statement of capitalization and indebtedness as of a date no
earlier than 60 days prior to the date of this filing.  Refer to Item 3.B of Form 20-F.
Index to Audited Consolidated Financial Statements, page F-1
2.Please provide updated interim financial statements and related disclosures as required
by Item 8.A.5 of Form 20-F.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 October 14, 2022 Page 2
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
October 14, 2022
Page 2
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joilene Wood

United States securities and exchange commission logo
August 15, 2022
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 8, 2022
CIK No. 0001933951
Dear Ms. Lee:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Risk Factors
"Interruptions affecting our supply chain may adversely affect our business.", page 13
1.We note your new risk factor in response to comment two, as well as your disclosure that
"[i]t is important that we maintain optimal levels of inventory in our distribution centers
and retail stores and be able to respond rapidly to shifting customer demands."  Please
specifically state that global supply chain disruptions have had a negative impact on your
inventory availability to date, if true, and elaborate upon the scope and nature of the
negative impact to you.

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 August 15, 2022 Page 2
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SAG Holdings Ltd
August 15, 2022
Page 2
Summary Consolidated Financial and Other Data, page 32
2.Please revise your disclosure of the weighted average number of ordinary shares
outstanding to reflect the number of ordinary shares outstanding used to determine your
basic and diluted net income per ordinary share.  Please tell us why your basic and diluted
net income per ordinary share in U.S. dollars for the year ended December 31, 2020
disclosed herein does not appear to be consistent with the basic and diluted earnings per
share measures disclosed in the consolidated statements of operations and comprehensive
income on page F-4.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Description and Analysis of Principal Components of Our Results of Operations, page 35
3.We note your revision in Note 3 to present two reportable segments under ASC 280 in
response to comment 13.  Please revise your operating results discussion to disclose in
greater detail the reasons for changes in each reportable segment's operating results
between the reporting periods.  Refer to Item 5 of Form 20-F.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
36
4.We note your response to our fifth comment pertaining to trade restrictions.  Please
explicitly clarify whether these trade restrictions continue to impact your business, with a
view to understanding whether a decline in revenue is expected to continue.
Enhancement and innovation of digital capability, page 61
5.We note your response to our ninth comment.  At the end of this discussion, please
include a cross-reference to the risk factor you have added on page 17 pertaining to the
risks associated with expansion of your e-commerce presence.
Business
Develop Warrant and Service Suite Offerings, page 62
6.We note your response to our tenth comment.  If true, please explicitly clarify that there
are currently no ongoing negotiations with potential customers in these areas or any
contracts that have been signed to date with potential business partners who would assist
in the provision of these services.
Notes to Consolidated Financial Statements
Note 10 - Right-of-Use Assets, page F-20
7.We note your expanded disclosure under Note 10 in response to comment 12.  Please tell
us how you have determined your finance lease right-of-use asset had zero value as of
December 31, 2021 and 2020.  We refer you to ASC 842-20-30-5 and ASC 842-20-35-1.

 FirstName LastNameIvy Lee
 Comapany NameSAG Holdings Ltd
 August 15, 2022 Page 3
 FirstName LastName
Ivy Lee
SAG Holdings Ltd
August 15, 2022
Page 3
            You may contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Lichtenfels at 202-551-4457 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joilene Wood

United States securities and exchange commission logo
July 22, 2022
Ivy Lee
Chief Financial Officer
SAG Holdings Ltd
14 Ang Mo Kio Street 63
Singapore 569116
Re:SAG Holdings Ltd
Draft Registration Statement on Form F-1
Submitted June 24, 2022
CIK No. 0001933951
Dear Ms. Lee:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            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 our comments apply 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 these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 filed June 24, 2022
Range of Products, page 9
1.Elaborate upon the percentage of your revenues that are currently derived from your in-
house products.
Risk Factors, page 13
2.We note your acknowledgement in some of your risk factors that your vendors are
impacted by global economic conditions that impact your ability to source merchandise at
competitive prices, including shortages of raw materials and disruptions to the global
supply chain.  Revise to provide a separate risk factor that is dedicated to the risks
associated with supply chain challenges and address how such conditions have negatively

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 Comapany NameSAG Holdings Ltd
 July 22, 2022 Page 2
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SAG Holdings Ltd
July 22, 2022
Page 2
impacted costs and inventory availability to date and may impact future results and
profitability.
3.We note your as adjusted indebtedness is approximately $27 million.  Please include a risk
factor that discloses the risks involved with maintaining debt at this level, including (but
not limited to) an inability to refinance or bankruptcy.
Capitalization and Indebtedness, page 29
4.Please revise your capitalization and indebtedness disclosure to present your indebtedness
and your shareholders’ equity as of the same date in accordance with Item 3.B of Form
20-F.  Also, the total capitalization line item should be the aggregate of your total
indebtedness and total stockholders' equity presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Revenue by geographical locations, page 34
5.You mention trade restrictions, as one factor, for the decline in revenues from the Middle
East.  Elaborate upon the nature of these trade restrictions and clarify whether they
continue.
Cost of Revenues, page 36
6.Provide a narrative explanation as to the change in your cost of revenues, as well as the
reasons why, consistent with Item 5.A. of Form 20-F.
Impact of Inflation, page 50
7.We note your disclosure that the rate of inflation in 2022 is significantly higher and
expected to continue to increase.  Please revise to quantify these amounts and continue to
update your disclosure to disclose the ramifications of inflation on your business, which
you mention elsewhere as impacting the costs of your revenues, and therefore your
profitability.
Business
Our Customers, page 58
8.You state that “we believe that our business is not dependent on any single customer”.
However, you mention there was one customer for the year ended December 31, 2020
that accounted for 27% of the Company’s revenues.  We understand your December 31,
2021 amounts did not have any one customer that accounted for more than 10% of your
revenue.  However, please state whether you anticipate doing more than 10% of your
business in the future with the customer you referred to in 2020 or any other customer.

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Ivy Lee
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Enhancement and innovation of digital capability, page 60
9.We note your intention to enhance your digital capability via a “24/7 platform that will
allow customers to check availability and generate product orders completely online.”
Here and in the risk factors, please disclose any risks associated with the expansion of
your online platform and e-commerce capability, including (but not limited to)
competition from other auto parts and services providers with an online presence.
Develop Warranty and Service Suite Offerings, page 61
10.We note your intention to develop a suite of warranty and service offerings such as
maintenance, repair, overhaul and/or after sales services work.  Please provide further
disclosure as to the status of these plans, including but not limited to any ongoing
negotiations with potential customers in these areas or contracts that have been signed to
date with potential business partners who would assist in the provision of these services.
Report of Independent Registered Public Accounting Firm, page F-2
11.Please provide a report of independent registered public accounting firm which indicates
the city and country where issued.  Refer to Rule 2-02(a)(3) of Regulation S-X and AS
3101.10(c).
Consolidated Statements of Cash Flows, page F-6
12.You present repayments of lease liabilities as cash flows used in financing activities.
Please tell us the nature of the repayments and why it is appropriate to classify them
within financing activities.  Refer to ASC 230-10-45-15 and ASC 842-20-45-5.
Note 2: Summary of Significant Accounting Policies
Segment Reporting, page F-13
13.You state that you have one reporting segment.  However, we note that you disclose two
business segments in the Business section on page 55 and discuss revenue, cost of
revenues, and gross profit and gross profit margin by business segment under your results
of operations discussion on page 34.  Please tell us and disclose the factors used in
determining your reportable segment, including whether operating segments have been
aggregated into one reportable segment.  Refer to ASC 280-10-50-21.  If you are
aggregating operating segments, please provide us your aggregation analysis of the
criteria in ASC 280-10-50-11.
Note 8: Amounts Due to Related Parties, page F-19
14.Please expand your description of the amount "Due to ultimate holding company" and
disclose how it relates to the pending 2022 reorganization.  Refer to ASC 850-10-50-1(b).

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 July 22, 2022 Page 4
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Ivy Lee
SAG Holdings Ltd
July 22, 2022
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Exhibit 23.1, page 1
15.Please ask Audit Alliance LLP to provide an appropriately dated consent.
General
16.Please provide us with supplemental copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
have presented or expect to present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or not you retained, or intend to retain, copies of those
communications.
17.In connection with your resale prospectus, clarify why you state that shares will be sold at
a fixed price when the rest of your prospectus cover page disclosure suggests that your
shares have been listed on NASDAQ and the firm commitment offering has closed at the
time offers are made.
18.Revise your selling stockholder table to reflect that the selling shareholder intends to sell
all shares, and that no shares will be owned following the offering.
            You may contact Suying Li at 202-551-3335 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Ryan Lichtenfels at 703-434-0122 or Mara Ransom at 202-551-3264 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Joilene Wood