SecProbe.io

CORRESP
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 US Tiger Securities, Inc.

 Via EDGAR

 April 28, 2025

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Kate Beukenkamp

 Taylor Beech
 Abe Friedman
 Theresa Brillant

 Re:
 Smart Digital Group Limited

 Registration Statement on Form F-1, as amended

 Initially Filed on November 12, 2024

 File No. 333-283152

 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,
US Tiger Securities, Inc., as the representative of underwriters, hereby requests acceleration of the effective date of the above-referenced
Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on April
30, 2025 , or as soon thereafter as practicable.

 Pursuant
to Rule 460 under the Securities Act, we wish to advise you that we will take reasonable steps to secure adequate distribution of the
preliminary prospectus to underwriters, dealers, institutions and others prior to the requested effective time of the Registration Statement.

 We have been advised
by the prospective underwriters that they have 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,

 US Tiger Securities, Inc.

 By:
 /s/ Jack Ye

 Name:
 Jack Ye

 Title:
 Managing Director

CORRESP
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 Smart Digital Group Limited

 April 28, 2025

 Via EDGAR

 Division of Corporation Finance

 Office of Trade & Services

 U.S. Securities and Exchange Commission

 100 F Street, NE

 Washington, D.C., 20549

 Attention:
 Kate Beukenkamp

 Re:
 Smart Digital Group Limited

 Registration Statement on Form F-1

 Initially Filed on November 12, 2024

 File No. 333-283152

 Ladies and Gentlemen:

 In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Smart Digital Group Limited hereby requests that
the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 4:00 p.m., Eastern Time, on April 30, 2025, or as soon thereafter as practicable.

 Very truly yours,

 Smart Digital Group Limited

 By:
 /s/ Yunting Chen

 Name:
 Yunting Chen

 Title:
 Chief Executive Officer

CORRESP
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Smart Digital Group Limited

February 21, 2025

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

Attn: Kate Beukenkamp, Taylor Beech, Abe Friedman and Theresa Brillant

    Re:

    Smart Digital Group Limited

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

    Filed February 11, 2025

    File No. 333-283152

Dear Ms. Beukenkamp and Ms. Beech:

Smart Digital Group Limited (the “Company,”
“we,” “us,” or “our company”) hereby transmits its response to the letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated February 13, 2025, regarding its Amendment No. 2 to Registration Statement on Form F-1 (“Amendment No. 2”). For
ease of reference, we have repeated the Commission’s comment in this response letter. An Amendment No. 3 to Registration Statement
on Form F-1 (“Amendment No. 3”) is filed to accompany this response letter.

Amendment No. 2

Notes to Consolidated Financial Statements

Note 2 - Summary of significant accounting
policies

Cost of revenue, page F-14

1. Please revise to provide your costs of revenue,
specifically as it relates to your internet media services, which appears to be your primary source of revenue.

Response: In response to the Staff’s
comment, we have revised our disclosure on page F-14 of Amendment No. 3 accordingly.

* * * * * * * * * * * * * * * * * * *

In responding to the Staff’s comments, the
Company acknowledges that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone
at 212-530-2206.

    Very truly yours,

    /s/ Sam Wai Hong

    Sam Wai Hong

    Chairman of the Board of Directors of the Company

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

February 13, 2025
Sam Wai Hong
Chairman of the Board of Directors
Smart Digital Group Ltd
150 Beach Road #2805/06 Gateway
West Singapore 189720
Re:Smart Digital Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed February 11, 2025
File No. 333-283152
Dear Sam Wai Hong:
            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. 2 to Registration Statement on Form F-1
Notes to Consolidated Financial Statements
Note 2 - Summary of significant accounting policies
Cost of revenue, page F-14
1.Please revise to provide your costs of revenue, specifically as it relates to your internet
media services, which appears to be your primary source of revenue.

February 13, 2025
Page 2
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ying Li

CORRESP
1
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Smart Digital Group Limited

November 27, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

Attn: Kate Beukenkamp and Taylor Beech

    Re:

    Smart Digital Group Limited

    Registration Statement on Form F-1

    Filed November 12, 2024

    File No. 333-283152

Dear Ms. Beukenkamp and Ms. Beech:

Smart Digital Group Limited (the “Company,”
“we,” “us,” or “our company”) hereby transmits its response to the letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated November 21, 2024, regarding its Registration Statement on Form F-1 (“Registration Statement”). For ease of reference,
we have repeated the Commission’s comments in this response letter and numbered them accordingly. An Amendment No. 1 to Registration
Statement on Form F-1 (“Amendment No. 1”) is filed to accompany this response letter.

Registration Statement

Capitalization, page 53

1. We have reviewed your revisions in response
to comment 3 and reissue. We note certain Shareholders’ Equity amounts and subtotals disclosed in the “actual” column of your
capitalization table do not agree with the amounts in your March 31, 2024 balance sheet. Please revise accordingly.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 53 of Amendment No. 1 accordingly.

* * * * * * * * * * * * * * * * * * *

In responding to the Staff’s comments, the
Company acknowledges that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone
at 212-530-2206.

    Very truly yours,

    /s/ Sam Wai Hong

    Sam Wai Hong

    Chairman of the Board of Directors of the Company

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

November 21, 2024
Sam Wai Hong
Chairman of the Board of Directors
Smart Digital Group Ltd
150 Beach Road #2805/06 Gateway
West Singapore 189720
Re:Smart Digital Group Ltd
Registration Statement on Form F-1
Filed November 12, 2024
File No. 333-283152
Dear Sam Wai Hong:
            We have reviewed your 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.
Registration Statement on Form F-1
Capitalization, page 53
1.We have reviewed your revisions in response to comment 3 and reissue. We note
certain Shareholders' Equity amounts and subtotals disclosed in the "actual" column
of your capitalization table do not agree with the amounts in your March 31, 2024
balance sheet. Please revise accordingly.
            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.

November 21, 2024
Page 2
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if
you have questions regarding comments on the financial statements and related
matters. Please contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515
with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ying Li

CORRESP
1
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Smart Digital Group Limited

November 12, 2024

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Mail Stop 4631

Washington, DC 20549

Attn: Kate Beukenkamp and Taylor Beech

    Re:

    Smart Digital Group Limited

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

    Submitted October 1, 2024

    CIK No. 0002014955

Dear Ms. Beukenkamp and Ms. Beech:

Smart Digital Group Limited (the “Company,”
“we,” “us,” or “our company”) hereby transmits its response to the letter received
from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”),
dated October 9, 2024, regarding its Amendment No. 2 to Draft Registration Statement on Form F-1 (“Amendment No. 2”).
For ease of reference, we have repeated the Commission’s comments in this response letter and numbered them accordingly. A Registration
Statement on Form F-1 (“Registration Statement”) is filed to accompany this response letter.

Amendment No. 2

Prospectus Summary

Permissions and Approval in Macau, Singapore
and Mainland China, page 6

1. We note your response to prior comment 3
and reissue in part. Please revise your disclosure here and throughout your registration statement to clearly state, if true, that the
conclusions presented here are the opinion of your PRC counsel, as opposed to stating that the conclusions are “[a]ccording to”
your PRC counsel.

Response: In response to the Staff’s
comment, we have revised our disclosure throughout Registration Statement accordingly.

Risk Factors

Risks Relation to Doing Business in Macau and
Singapore, page 34

2. We note your response to prior comment 1
and reissue in part. Please revise your risk factor disclosure where appropriate to include the disclosure provided in response to prior
comment 1 now reflected on your cover page (i.e., discussion of the legal and operational risk associated with operating in Macau, including
(i) that the legal and operational risks associated with operating in China apply to your operations in Macau; (ii) that there can be
no assurance as to whether the government of Macau will enact law and regulations similar to mainland China; (iii) whether any laws or
regulations of mainland China will become applicable to your operations in Macau in the future; and (iv) that these changes could happen
at any time and with no advance notice).

Response: In response to the Staff’s
comment, we have revised our disclosure throughout Registration Statement accordingly.

Capitalization, page 53

3. The amounts disclosed in the “actual”
column of your capitalization table do not agree with the amounts in your March 31, 2024 balance sheet. Please revise accordingly.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 53 of Registration Statement accordingly.

Liquidity and Capital Resources, page 65

4.
Please expand your analysis of operating cash flows to include an explanation for your increase in accounts payable, including any
significant changes related to the timing of your payments or supplier terms. Describe the terms and levels of any significant
financing arrangements provided by your suppliers. Refer to Item 5.B of Form 20-F and Section IV of SEC Release No.
33-8350.

Response: In response to the Staff’s
comment, we have revised our disclosure on page 67 of Registration Statement accordingly.

There are no financing arrangements provided by
our suppliers. We will not pay our suppliers in full unless and until our suppliers’ deliverables meet our standards.

Compared with September 30, 2022, the balance of accounts payable
as of September 30, 2023 increased by approximately $3.49 million, mainly because our revenue increased from approximately $1.8 million
to approximately $9.7 million and our purchases increased accordingly. Compared with September 30, 2023, the balance of accounts payable
as of March 31, 2024 increased by approximately $4.93 million mainly due to because we spent considerable amount of time to check the
traffic promotion, market feedback and conversion rate from a new supplier “Tourmind” of $4 million before we paid them service
fee, and our another supplier “Paradigm” of $0.7 million did not meet the requirements of our delivery standards as of March
31, 2024.

5.
We have reviewed your response to comment 5 and reissue. Please include disclosure in your liquidity and capital resources
discussion which includes both the contractual and customary payment terms of your accounts receivable, and consider providing an
aging of your accounts receivable as of the latest balance sheet date in tabular form showing the allowance for credit losses
related to each age group of receivables. Further, enhance your discussion of operating cash flows to provide discussion, including
certain representations included within your response, on why the company’s customers are slow to pay amounts due and how the
company manages their cashflows during periods in which a large portion of receivables have not been collected.

Response: In response to the Staff’s
comment, we have revised our disclosure on pages 65 and 67 of Registration Statement accordingly.

Index to Financial Statements, page F-1

6. Your audited financial statements are currently
older than 12 months and this is an initial public offering of your shares. Accordingly, please update your financial statements pursuant
to Item 8.A.4 of Form 20-F or provide the appropriate representation in an exhibit. Refer to Instruction 2 to Item 8.A.4.

Response: In response to the Staff’s
comment, we have provided the appropriate representation in Exhibit 99.6 to Registration Statement accordingly.

Notes to Consolidated Financial Statements

Note 3 - Accounts receivable, net, page F-16

7. We note in your response to comment 6 that
“[your] customers have made commitments to the full payments of purchase before September 30, 2024 after [your] negotiations with
them.” Please tell us your initial collectability assessment considerations in recognizing revenue and your assessment at contract
inception of your customers ability and intention to pay the consideration for services provided. In this regard, it appears from your
response the company is negotiating with customers to make payments which may indicate a lack of intention or ability on behalf of the
customer. Refer to ASC 606-10-55-3A.

Response: Before entering into a contract
with a customer and recognizing revenue upon completion of the provision of services, we consider the collectability of accounts receivable
in the following four prospects, which mainly include a comprehensive evaluation of credit status, transaction history, market environment
and other aspects of information (such as management’s industry experience) to determine the possibility and risk level of accounts
receivable collection. We would not enter into contracts and provide services to customers with uncertainty in the ability or willingness
to pay.

    2

As of the date of this response letter, for the
regular customers, we have kept good relationships with them with no significant risk in receivables collection or operation
difficulty. For the new customers, we have executed the aforementioned evaluation procedure to ensure our customers’ operating in
compliance with regulation. During the process of contract fulfillment, we managed the progress of project and collected receivables promptly
according to our internal control and service agreement.

For the revenue from internet media services,
we offer industry resources and assist our customers to have effective traffic promotion and our customers rely on the analysis of feedback
and conversion rate before we ensure the payment collection.

For the revenue from event planning and execution
services, in most cases, as a service provider, our industry experience will help our customers achieve activity implementation and continuous
service if possible.

For the revenue from business planning and consulting
services, we will not offer our feedback and consulting results until our customers sign acceptance confirmation and pay the remaining
balance.

We offer receivable credit term to our customers in most cases
of one year at most and when we negotiate with our customers, we urge them to pay the balance according to the payment plan (credit term).

* * * * * * * * * * * * * * * * * * *

In responding to the Staff’s comments, the
Company acknowledges that:

    ●
    the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

    ●
    Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

    ●
    the Company may not assert Staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

We thank the Staff for its review of the foregoing.
If you have further comments, we ask that you forward them by electronic mail to our counsel, Ying Li at yli@htflawyers.com or by telephone
at 212-530-2206.

    Very truly yours,

    /s/ Sam Wai Hong

    Sam Wai Hong

    Chairman of the Board of Directors of the Company

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

3

October 9, 2024
Sam Wai Hong
Chairman of the Board of Directors
Smart Digital Group Ltd
150 Beach Road #2805/06 Gateway
West Singapore 189720
Re:Smart Digital Group Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted October 1, 2024
CIK No. 0002014955
Dear Sam Wai Hong:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either
submitting an amended draft registration statement or publicly filing your registration
statement on EDGAR. If you do not believe a comment applies to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
            After reviewing the information you provide in response to this letter and your
amended draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in
our July 18, 2024 letter.
Amendment No. 2 to Draft Registration Statement on Form F-1
Prospectus Summary
Permissions and Approval in Macau, Singapore and Mainland China, page 6
1.We note your response to prior comment 3 and reissue in part. Please revise your
disclosure here and throughout your registration statement to clearly state, if true, that
the conclusions presented here are the opinion of your PRC counsel, as opposed to
stating that the conclusions are "[a]ccording to" your PRC counsel.

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

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

July 18, 2024
Sam Wai Hong
Chairman of the Board of Directors
Smart Digital Group Ltd
150 Beach Road #2805/06 Gateway
West Singapore 189720
Re:Smart Digital Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 26, 2024
CIK No. 0002014955
Dear Sam Wai Hong:
            We have reviewed your amended draft registration statement and have the following
comment(s).
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on EDGAR.
If you do not believe a comment applies to your facts and circumstances or do not believe an
amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to this letter and your amended
draft registration statement or filed registration statement, we may have additional
comments. Unless we note otherwise, any references to prior comments are to comments in our
May 8, 2024 letter.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.We note your response to prior comment 6 and reissue in part. Please revise your
disclosure to briefly discuss how the legal and operational risks associated with operating
in China do not directly apply to Macau as a Special Administrative Region of the PRC
but rather "may have adverse impact on [y]our operations in Macau." In this regard, we
note that Hong Kong is also a Special Administrative Region on the PRC where the legal
and operational risks associated with operating in China apply without
qualification. Additionally, we note that your disclosure previously stated that the legal
and operational risks "associated with operations in mainland China also apply to
operations in Hong Kong and Macau."

July 18, 2024
Page 2
2.We note your response to prior comment 7 and reissue in part. Please expand your
disclosure to discuss in greater detail certain aspects of the applicable regulatory actions
related to data security or anti-monopoly concerns in Macau. Specifically, please briefly
expand your discussion to disclose what "certain circumstances" would affect Aosi's or
your ability to conduct business, accept foreign investments or list on U.S./foreign
exchanges. Revise your disclosure throughout the registration statement as appropriate,
including your risk factor beginning "[w]e are subject to Macau laws and regulations that
are generally applicable to Macau entities..."
Prospectus Summary
Permissions and Approvals in Macau, Singapore and mainland China, page 5
3.We note your response to prior comment 2 and reissue in part. Specifically, we note your
revisions to pages 5 and 81, for example, regarding permissions and approvals in Macau
according to Rato, Ling, Lei & Cortés, your counsel as to Macau law. Please revise this
section and elsewhere as appropriate to clearly state, if true, that the conclusions presented
here are the opinion of your Macau counsel, as opposed to stating that the conclusions are
"[a]ccording to" counsel.
4.We note your response to prior comment 12 and reissue in part. Please revise this section
to affirmatively state whether any permissions or approvals have been denied with respect
to each jurisdiction discussed here. We note your statement limited to and regarding
business activities currently conducted in the PRC and that no application for a valid
business license has been denied.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Liquidity and Capital Resources, page 60
5.Please revise your disclosure to include both the contractual and customary payment
terms of your accounts receivable. Consider providing an aging of your accounts
receivable as of the latest balance sheet date in tabular form and showing the allowance
for credit losses related to each age group of receivables. Further, enhance your discussion
of operating cash flows to provide discussion on why the company's customers are slow to
pay amounts due and how the company manages their cash flows during periods in which
a large portion of receivables have not been collected.
Notes to Consolidated Financial Statements
Note 3 - Accounts receivable, net, page F-17
6.We have reviewed your response and revisions in response to comment 30. Please tell us
what you meant by "negotiations with [y]our customers," and if there was any impact to
your 9/30/2023 receivable balance to be collected as a result of these negotiations.

July 18, 2024
Page 3
            Please contact Abe Friedman at 202-551-8298 or Theresa Brillant at 202-551-3307 if you
have questions regarding comments on the financial statements and related matters. Please
contact Kate Beukenkamp at 202-551-3861 or Taylor Beech at 202-551-4515 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Ying Li

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

 FirstName LastNameSam Wai Hong
 Comapany NameSmart Digital Group Ltd
 May 8, 2024 Page 2
 FirstName LastNameSam Wai Hong
Smart Digital Group Ltd
May 8, 2024
Page 2
not appear to cover you and your subsidiaries. Please also clearly state, if true, that the
conclusions presented here are the opinion of AllBright Law Offices, as opposed to stating
that the conclusions are "as confirmed," or "as advised," by counsel. Please make similar
revisions elsewhere that you rely on an opinion of counsel in your disclosure. Finally,
please clarify what you mean that operations and your listing are not "expected to be
affected," as this appears less certain than the statements that you are not subject to
cybersecurity review or the Security Administration Draft.
3.Please revise your disclosure to discuss China's Enterprise Tax Law ("EIT Law"), as
applicable. We note your discussions under "Dividend Policy" on page 48 as well as "PRC
Taxation" on page 111 as well as your corporate structure which includes the wholly-
owned Hong Kong subsidiary Smart Digital (HK) Culture Limited ("Smart Digital HK").
4.Please revise your disclosure to affirmatively state, if true, that you do not use a VIE
structure.
5.You state that as of the date of the prospectus, none of your subsidiaries has made any
dividends or distributions to the Company, and the Company has not made any dividends
or distributions to shareholders. Please revise to indicate whether the Company has made
any dividends or distributions to your subsidiaries.
6.We note throughout that you indicate that legal and operational risks associated with
operations of your PRC subsidiaries being based in China, which could result in material
changes in the operations of your PRC subsidiaries. Please revise throughout to clarify
that the legal and operational risks associated with operating in China also apply to
operations in Macau.
7.Disclose on the cover page how regulatory actions related to data security or anti-
monopoly concerns in Macau have or may impact the company's ability to conducts its
business, accept foreign investment, or list on a U.S./foreign exchange.
Overview, page 1
8.You state that you revenue has demonstrated significant growth in the previous two fiscal
years, representing a growth rate of 429.0% and a net income growth rate of 1,404.9%.
Disclose that this growth is due to the expansion of the scope of your business in 2023,
with the addition of internet media services, software customization and marketing, and
business planning and consulting services. Disclose the percentage of the increase in
revenue that was due to the addition of the businesses as opposed to an organic increase in
revenue, and indicate, if true, that you do not expect these significant growth rates to
continue in future periods.
Summary of Risk Factors, page 1
9.Please revise the cross-references to the individual risk factors to include the page number
where each risk factor can be found. We note your disclosure at the beginning of each risk
factor subsection providing a page range where the associated risk factors are disclosed.

 FirstName LastNameSam Wai Hong
 Comapany NameSmart Digital Group Ltd
 May 8, 2024 Page 3
 FirstName LastNameSam Wai Hong
Smart Digital Group Ltd
May 8, 2024
Page 3
10.Please revise your risk factor title and discussion here and in your Risk Factors section,
including the risk factor beginning "Given the Chinese government's significant oversight
and discretion..." on page 27 to reflect that the Chinese government has significant
"oversight and control" over the conduct of the PRC subsidiaries' business, rather than
"oversight and discretion."
Risks Relating to Doing Business in Macau and Singapore, page 3
11.Include risk factor disclosure here and in the risk factor section explaining whether there
are laws/regulations in Macau that result in oversight over data security, how this
oversight impacts the company's business and the offering, and to what extent the
company believes that it is compliant with the regulations or policies that have been
issued.
Permissions and Approvals in Macau, Singapore and mainland China, page 4
12.State affirmatively here and elsewhere as appropriate whether you and your subsidiaries
have received all requisite permissions or approvals from PRC and Macau authorities
required to operate your business and to offer the securities being registered to foreign
investors, and whether any permissions or approvals have been denied. The disclosure
currently notes only that certain subsidiaries have not received notification regarding non-
compliance or that a particular license is required to operate the business. To the extent
you rely on an opinion of counsel, name counsel and file the consent of counsel as an
exhibit.
Corporate Information , page 7
13.We note that you website address is www.smdmeta.com and that you disclose on page 88,
for example, that you will make your Code of Business Conduct and Ethics publicly
available on your website prior to the closing of this offering. However, we note that your
website does not appear to be fully functional, including what appears to be stock imagery
of certain individuals. Please advise.
Corporate Structure, page 7
14.Please revise your corporate structure diagram here and on page 53 to reflect the
ownership percentage held in each of your entities. In this regard, we note your disclosure
elsewhere that Smart Digital Meta is wholly-owned by SMD, however, this is not
currently reflected in the diagram. Further, please revise your footnotes to the diagram to
reflect any related party relationships or other affiliated relationships with your company
and subsidiaries. We note that footnote (4), for example, reflects holdings by
LIAO Junhui, who is disclosed in the "Related Party Transactions" section on page 91 as
your Shareholder Legal representative, executive director, and manager of Smart Digital

 FirstName LastNameSam Wai Hong
 Comapany NameSmart Digital Group Ltd
 May 8, 2024 Page 4
 FirstName LastNameSam Wai Hong
Smart Digital Group Ltd
May 8, 2024
Page 4
(Guangzhou) Time Culture Development Co., Ltd., or Smart Digital GZ, one of your PRC
operating subsidiaries. Also identify clearly the entity in which investors are purchasing
their interest and the entities in which the company's operations are conducted.
Risk Factors
Risk Relating to Our Business and Industry
Risks relating to the business planning and consulting services
Demand for the business development and consulting services may decrease if the operating
entities are unable... , page 15
15.Please revise this risk factor to, by way of example or otherwise, briefly describe the
technologies, leading technologies and future technologies referenced in this risk factor
that your consulting services are based on and that you then derive a significant portion of
your revenues. In this regard, your disclosure is high-level and general rather than specific
to your business and operations. Consider whether other risk factors in this section and in
your Risk Factor section in general should be similarly revised to concisely add detail
specific to your business activities.
We have historically been significantly reliant on related party loans., page 23
16.Please revise this risk factor to provide context for your statement that you have
significantly relied on related party loans by revising to include dollar amounts in
outstanding related party loans, for example. We note your cross-reference to the section
titled "Related Party Transactions" beginning on page 91.
Enforceability of Civil Liabilities, page 45
17.Please revise this section to discuss enforceability of civil liabilities in Hong Kong if any
of your officers or directors are located in Hong Kong. We note your disclosure elsewhere
that when taking certain corporate actions certain members of your board of directors may
be physically located in Singapore.
18.We note that it appears that one or more of your directors, officers or members of senior
managements are located in the PRC/Hong Kong. If so, please revise this section to (i)
state that is the case and identify the relevant individuals and where they are located, and
(ii) include a separate "Enforceability" section, consistent with Item 101(g) of Regulation
S-K, and risk factor addressing the challenges of bringing actions and enforcing
judgments/liabilities against such individuals (i.e., it will be much more difficult to take
these actions).
Exchange Rate Information, page 47
19.We note the tables related to the exchange rates for Singapore dollars and RMB. Please
revise this section to include a table and other information as applicable to account for the

 FirstName LastNameSam Wai Hong
 Comapany NameSmart Digital Group Ltd
 May 8, 2024 Page 5
 FirstName LastNameSam Wai Hong
Smart Digital Group Ltd
May 8, 2024
Page 5

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

 FirstName LastNameSam Wai Hong
 Comapany NameSmart Digital Group Ltd
 May 8, 2024 Page 6
 FirstName LastNameSam Wai Hong
Smart Digital Group Ltd
May 8, 2024
Page 6

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