SecProbe.io

CORRESP
 1
 filename1.htm

 December
29, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549-1004

 Re:
 SU
 Group Holdings Limited

 Registration Statement
 on Form F-1, as amended

 File No. 333-291851

 Ladies
and Gentlemen:

 As
the placement agent of the proposed offering of SU Group Holdings Limited (the “Company”), we hereby join the Company’s
request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:30 p.m., Eastern Time, on December
30, 2025, or as soon thereafter as is practicable.

 The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 Very
 truly yours,

 WallachBeth
 Capital LLC

 By:
 /s/
 Eric Schweitzer

 Name:
 Eric
 Schweitzer

 Title:
 Chief
 Compliance Officer

CORRESP
 1
 filename1.htm

 December
29, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549-1004

 Re:
 SU
 Group Holdings Limited

 Registration
 Statement on Form F-1, as amended

 File
 No. 333-291851

 Ladies
and Gentlemen:

 As
the placement agent of the proposed offering of SU Group Holdings Limited (the "Company"), we hereby join the Company's
request for acceleration of the above-referenced Registration Statement, requesting effectiveness for 4:30 p.m., Eastern Time, on December
30, 2025, or as soon thereafter as is practicable.

 The
undersigned advise that they have complied and will continue to comply with Rule 15c2-8 under the Securities Exchange Act of 1934, as
amended.

 Very truly yours,

 WallachBeth Capital LLC

 By:
 /s/
 Eric Schweitzer

 Name:
 Eric Schweitzer

 Title:
 Chief Compliance Officer

CORRESP
 1
 filename1.htm

 SU
Group Holdings Limited

 7th
Floor, The Rays

 No.
71 Hung To Road, Kwun Tong

 Kowloon,
Hong Kong

 December
29, 2025

 Via
 EDGAR

 United
 States Securities and Exchange Commission (the “ Commission ”)
 Division
 of Corporate Finance
 100
 F Street, N.E.
 Washington,
 D.C. 20549

 Re: SU
 Group Holdings Limited
 Registration Statement on Form F-1, As Amended (“Registration Statement”)

 Initially
Filed on November 28, 2025

 File
No. 333-291851

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, SU Group Holdings Limited (the “Company”), respectfully
requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement (File No. 333-291851), and permit
said Registration Statement to become effective at 4:30 p.m. (Eastern Time) on December 30, 2025, or as soon thereafter as practicable.

 The
Company hereby authorizes Daniel D. Nauth, an attorney with our outside legal counsel, Nauth LPC, to orally modify or withdraw this request
for acceleration.

 Please
contact Daniel D. Nauth of Nauth LPC at (416) 477-6031 with any questions with respect to this request.

 Sincerely,

 SU
Group Holdings Limited

/s/ Chan Ming Dave

Chan Ming Dave

 Chief
Executive Officer

 cc: Daniel
 D. Nauth, Nauth LPC

CORRESP
 1
 filename1.htm

 December
29, 2025

 VIA
EDGAR

 U.S.
Securities and Exchange Commission

 Division
of Corporation Finance

 100
F Street, N.E.

 Washington,
D.C. 20549-1004

 Re:
 SU
 Group Holdings Limited

 Registration
 Statement on Form F-1, as amended

 File
 No. 333-291851

 Ladies
and Gentlemen:

 Reference
is made to (i) Registration Statement on Form F-1 (File No. 333-291851), as amended (the "Registration Statement") of SU
Group Holdings Limited (the "Company") and (ii) our letter to you dated December 29, 2025 (the "Prior Acceleration
Request") in which we requested to accelerate the effective date of the Registration Statement to 4:30 p.m. (Eastern Time) on December
30, 2025.

 Withdrawal
of Acceleration Request

 We
are no longer requesting that the Registration Statement be declared effective at 4:30 p.m. (Eastern Time) on December 30, 2025, and
we hereby formally withdraw our Prior Acceleration Request.

 Very truly yours,

 WallachBeth Capital LLC

 By:
 /s/
 Eric Schweitzer

 Name:
 Eric Schweitzer

 Title:
 Chief Compliance Officer

CORRESP
 1
 filename1.htm

 SU
Group Holdings Limited

 7th
Floor, The Rays

 No.
71 Hung To Road, Kwun Tong

 Kowloon,
Hong Kong

 December
29, 2025

 Via
 EDGAR

 United
 States Securities and Exchange Commission
 Division
 of Corporate Finance
 100
 F Street, N.E.
 Washington,
 D.C. 20549

 Re: SU
 Group Holdings Limited - Withdrawal of Acceleration Request
 Registration Statement on Form F-1, As Amended

 Initially
Filed on November 28, 2025

 File
No. 333-291851

 Ladies
and Gentlemen:

 Reference
is made to (i) Registration Statement on Form F-1 (File No. 333-291851), as amended (the "Registration Statement") of SU
Group Holdings Limited (the "Company") and (ii) our letter to you dated December 29, 2025 (the "Prior Acceleration
Request") in which we requested to accelerate the effective date of the Registration Statement to 4:30 p.m. (Eastern Time) on December
30, 2025.

 Withdrawal
of Acceleration Request

 We
are no longer requesting that the Registration Statement be declared effective at 4:30 p.m. (Eastern Time) on December 30, 2025, and
we hereby formally withdraw our Prior Acceleration Request.

 The
Company hereby authorizes Daniel D. Nauth, an attorney with our outside legal counsel, Nauth LPC, to orally modify or withdraw this request
for acceleration.

 Please
contact Daniel D. Nauth of Nauth LPC at (416) 477-6031 with any questions with respect to this request.

 Sincerely,

 SU
Group Holdings Limited

/s/ Chan Ming Dave

Chan Ming Dave

 Chief
Executive Officer

 cc: Daniel
 D. Nauth, Nauth LPC

CORRESP
 1
 filename1.htm

 SU
Group Holdings Limited

 7th
Floor, The Rays

 No.
71 Hung To Road, Kwun Tong

 Kowloon,
Hong Kong

 December
29, 2025

 Via
 EDGAR

 United
 States Securities and Exchange Commission (the “ Commission ”)
 Division
 of Corporate Finance
 100
 F Street, N.E.
 Washington,
 D.C. 20549

 Re: SU
 Group Holdings Limited
 Registration Statement on Form F-1, As Amended (“Registration Statement”)

 Initially
Filed on November 28, 2025

 File
No. 333-291851

 Ladies
and Gentlemen:

 Pursuant
to Rule 461 promulgated under the Securities Act of 1933, as amended, SU Group Holdings Limited (the “Company”), respectfully
requests that the Commission accelerate the effectiveness of the above-referenced Registration Statement (File No. 333-291851), and permit
said Registration Statement to become effective at 4:30 p.m. (Eastern Time) on December 30, 2025, or as soon thereafter as practicable.

 The
Company hereby authorizes Daniel D. Nauth, an attorney with our outside legal counsel, Nauth LPC, to orally modify or withdraw this request
for acceleration.

 Please
contact Daniel D. Nauth of Nauth LPC at (416) 477-6031 with any questions with respect to this request.

 Sincerely,

 SU
Group Holdings Limited

/s/ Chan Ming Dave

Chan Ming Dave

 Chief
Executive Officer

 cc: Daniel
 D. Nauth, Nauth LPC

CORRESP
1
filename1.htm

SU
Group Holdings Limited

7th Floor,
The Rays

No.
71 Hung To Road, Kwun Tong

Kowloon,
Hong Kong

Tel:
+852 2341-8183

March 3, 2025

VIA
EDGAR

United
States Securities and Exchange Commission

Division
of Corporation Finance

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    SU
    Group Holdings Limited

    Registration
                                            Statement on Form F-3

    Filed
    February 12, 2025

    File
    No. 333-284868

Ladies
and Gentlemen:

Pursuant
to Rule 461 of Regulation C promulgated under the Securities Act of 1933, as amended (the “Act”), SU Group Holdings Limited
(the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-3 (the “Registration
Statement”) be accelerated to, and that the Registration Statement becomes effective at 4 p.m. Eastern Time on March 5, 2025,
or as soon thereafter as practicable. In making this acceleration request, the Company acknowledges that it is aware of its obligations
under the Act.

If
there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461
of Regulation C. Such request may be made by an executive officer of the Company or by any attorney from the Company’s U.S. counsel,
DLA Piper UK LLP.

    Yours
    truly,

    SU
    Group Holdings Limited

    By:
    /s/
    Chan Ming Dave

    Name:
    Chan
    Ming Dave

    Title:
    Chief
    Executive Officer

February 20, 2025
Calvin Kong
Chief Financial Officer
SU Group Holdings Ltd
7th Floor, The Rays
No. 71 Hung To Road, Kwun Tong
Kowloon, Hong Kong
Re:SU Group Holdings Ltd
Registration Statement on Form F-3
Filed February 12, 2025
File No. 333-284868
Dear Calvin Kong:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yang Ge

CORRESP
1
filename1.htm

SU Group Holdings Limited

Unit 01 – 03, 3/F, Billion Trade Centre

31 Hung To Road, Kwun Tong Kowloon,

Hong Kong

December 27, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

Attention: Donald Field

    Re:
    SU Group Holdings Limited.

Registration Statement on Form F-1

Initially filed on May 16, 2023, as amended

File No. 333-275705

Dear Mr. Field:

Pursuant to Rule 461 under
the Securities Act of 1933, as amended, SU Group Holdings Limited hereby requests acceleration of effectiveness of the above referenced
Registration Statement on Form F-1 so that it will become effective at 4:15 p.m. ET on Friday, December 29, 2023, or as soon as thereafter
practicable.

    Very truly yours,

    /s/ Chan Ming Dave

    Chan Ming Dave, Chief Executive Officer

 cc: Ellenoff
Grossman & Schole LLP

CORRESP
1
filename1.htm

December 27, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549

 Re: SU Group Holdings Ltd

Registration Statement on Form F-1

File No. 333-275705

Ladies and Gentlemen:

Pursuant to Rule 461 promulgated under the Securities
Act of 1933, as amended (the “Securities Act”), The Benchmark Company, 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 4:15 p.m.
Eastern Time on December 29, 2023 or as soon thereafter as practicable.

Pursuant to Rule 460 under the Securities Act,
we wish to advise you that the underwriters have distributed as many copies of the preliminary prospectus to underwriters, dealers, institutions,
and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

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

[Signature Page Follows]

    Very truly yours,

    THE BENCHMARK COMPANY LLC

    By:
    /s/ Michael Jacobs

    Name:
     Michael Jacobs

    Title:
    Head of Equity Capital Markets

[Signature Page to Acceleration Request]

CORRESP
1
filename1.htm

SU Group Holdings Limited

Unit 01 – 03, 3/F, Billion Trade
Centre

31 Hung To Road, Kwun Tong

Kowloon, Hong Kong

Telephone: +852 2341-8183

VIA EDGAR

December 20, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Taylor Beech

    Donald Field

    Re:
    SU Group Holdings Ltd

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

    Filed December 11, 2023

    CIK No. 0001969863

Dear Ms. Beech:

SU Group Holdings Limited
(the “Company,” “we,” “our” or “us”) hereby transmits our
response to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated December 14, 2023, regarding the Amendment
No. 1 to Registration Statement on Form F-1 (the “Registration Statement”) filed with the Commission on December 11,
2023.

For the Staff’s convenience,
we have repeated below the Staff’s comment in bold, and have followed the comment with the Company’s response. Disclosure
changes made in response to the Staff’s comment have been made in Amendment No. 2 (“Amendment No. 2”) to the
Registration Statement on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter.

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

Prospectus Summary

Recent Developments, page 13

 1. Please balance your preliminary revenue and metrics figures
by including disclosures that:

 ● put the preliminary figures into context,

 ● provide information as to your costs and expenses and

 ● discuss whether trends in revenues and costs and expenses during the recent period

 ● are consistent with those discussed in management’s discussion and analysis.

Also, please remove your statement that
your final results may differ materially from the estimates you are presenting, as it implies that investors should not rely on the
information presented.

Response to Comment No. 1: In
response to the Staff’s comment, we have revised our disclosure in the Prospectus Summary on page 13 of Amendment No. 2 to the
Registration Statement.

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I.
Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Sincerely,

    By:
    /s/ Dave Chan Ming

    Name:
    Dave Chan Ming

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
December 14, 2023
Dave Chan Ming
Chief Executive Officer
SU Group Holdings Ltd
Unit 01 – 03, 3/F, Billion Trade Centre
31 Hung To Road, Kwun Tong
Kowloon, Hong Kong
Re:SU Group Holdings Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed December 11, 2023
File No. 333-275705
Dear Dave Chan Ming:
            We have reviewed your amended 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 No. 1 to Registration Statement on Form F-1
Prospectus Summary
Recent Developments, page 13
1.Please balance your preliminary revenue and metrics figures by including disclosures that:
•put the preliminary figures into context,
•provide information as to your costs and expenses and
•discuss whether trends in revenues and costs and expenses during the recent period
are consistent with those discussed in management's discussion and analysis.
Also, please remove your statement that your final results may differ materially from the
estimates you are presenting, as it implies that investors should not rely on the information
presented.

 FirstName LastNameDave Chan Ming
 Comapany NameSU Group Holdings Ltd
 December 14, 2023 Page 2
 FirstName LastName
Dave Chan Ming
SU Group Holdings Ltd
December 14, 2023
Page 2
            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Anslow, Esq.

CORRESP
1
filename1.htm

SU Group Holdings Limited

Unit 01 – 03, 3/F, Billion Trade
Centre

31 Hung To Road, Kwun Tong

Kowloon, Hong Kong

Telephone: +852 2341-8183

VIA EDGAR

December 8, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Taylor Beech

    Donald Field

    Re:
    SU Group Holdings Ltd

    Registration Statement on Form F-1

    Filed November 22, 2023

    CIK No. 0001969863

Dear Ms. Beech:

SU Group Holdings Limited
(the “Company,” “we,” “our” or “us”) hereby transmits our
response to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated December 1, 2023, regarding the Registration
Statement on Form F-1 (the “Registration Statement”) submitted to the Commission on November 22, 2023.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. Disclosure
changes made in response to the Staff’s comments have been made in Amendment No. 1 (“Amendment No. 1”) to the
Registration Statement on Form F-1, which is being filed with the Commission contemporaneously with the submission of this letter.

Registration Statement on Form F-1

Dilution, page 53

    1.
    Please tell us how you calculated the net tangible book value per ordinary share and as adjusted net tangible book value per ordinary share after the offering.

Response to Comment No. 1: In
response to the Staff’s comment, we have revised our disclosure in the “Risk
Factors” section on page 44 and the “Dilution” section on page 54 of the Registration Statement to reflect the correct
numbers for our net tangible book values in total and on a per ordinary share basis.

We have calculated net tangible assets by calculating
total tangible assets less total tangible liabilities. Total tangible assets are calculated as total assets minus intangible assets, goodwill,
deferred offering expenses, right-of-use assets, and deferred tax assets. Total tangible liability is calculated as total liability.

We have calculated the net tangible book value
per share by dividing the net tangible assets by the total shares outstanding as at March 31, 2023.

The calculation of net tangible book value before offering included
in the prospectus is as follows:

    As at
 March 31,
 2023

    Total assets
    US$
    13,762,186

    Less:

    Intangible assets
    US$
    23,871

    Goodwill
    US$
    161,939

    Deferred offering expenses
    US$
    225,568

    Operating lease right-of-use assets, net
    US$
    281,104

    Deferred tax assets
    US$
    817

    Total liabilities
    US$
    7,167,734

    Net tangible book value before offering
    US$
    5,901,153

    Number of shares

    12,000,000

    Net tangible book value per share before offering
    US$
    0.49

The calculation of net tangible book value after offering included
in the prospectus is as follows:

    Offering
 With No
 Exercise of
 Option to
 Purchase
 Additional
 Shares

    Offering

    With Full
 Exercise of

    Option to

    Purchase

    Additional

    Shares

    Net tangible book value before offering

    US$
    5,901,153

    5,901,153

    Net proceeds from offering:

    Gross proceeds

    US$
    5,625,000

    6,468,750

    Less:

    Underwriting commission

    US$
    393,750

    452,813

    Expenses

    US$
    1,682,416

    1,682,416

    Net proceeds from offering

    US$
    3,548,834

    4,333,521

    Net tangible book value after offering

    US$
    9,449,987

    10,234,674

    Number of shares

    13,250,000

    13,437,500

    Net tangible book value per share after offering

    US$
    0.71

    0.76

    2

Business

Our Suppliers, page 110

    2.

    We reissue comment 21 from our letter
    dated July 26, 2023. We note your disclosure that during the fiscal years ended September 30, 2021 and 2022, your single largest
    supplier accounted for 36.6% and 20.2% of your total purchases, respectively. Please tell us whether you have entered into an
    agreement with this supplier, and if so, please revise to describe the material terms of the agreement and file the agreement as an
    exhibit to the registration statement, or tell us why you are not required to do so.

Response to Comment No. 2: We
respectfully advise the Staff that Shine Union Limited, our indirect wholly-owned subsidiary, has entered into a distribution agreement
dated February 1, 2021 (the “Distribution Agreement”) with the said supplier. We have revised our disclosure in the “Business”
section on page 117 of Amendment No. 1. We have updated the exhibit index and have filed the Distribution Agreement as an exhibit to
Amendment No. 1. Portions of this exhibit have been omitted pursuant to Item 601(b)(10)(iv) of Regulation S-K.

********

    3

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I.
Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Sincerely,

    By:
    /s/ Dave Chan Ming

    Name:
    Dave Chan Ming

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

4

United States securities and exchange commission logo
December 1, 2023
Dave Chan Ming
Chief Executive Officer
SU Group Holdings Ltd
Unit 01 – 03, 3/F, Billion Trade Centre
31 Hung To Road, Kwun Tong
Kowloon, Hong Kong
Re:SU Group Holdings Ltd
Registration Statement on Form F-1
Filed November 22, 2023
File No. 333-275705
Dear Dave Chan Ming:
            We have reviewed your 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.
Registration Statement on Form F-1
Dilution, page 53
1.Please tell us how you calculated the net tangible book value per ordinary share and as
adjusted net tangible book value per ordinary share after the offering.
Business
Our Suppliers, page 110
2.We reissue comment 21 from our letter dated July 26, 2023. We note your disclosure that
during the fiscal years ended September 30, 2021 and 2022, your single largest supplier
accounted for 36.6% and 20.2% of your total purchases, respectively. Please tell us
whether you have entered into an agreement with this supplier, and if so, please revise to
describe the material terms of the agreement and file the agreement as an exhibit to the
registration statement, or tell us why you are not required to do so.

 FirstName LastNameDave Chan Ming
 Comapany NameSU Group Holdings Ltd
 December 1, 2023 Page 2
 FirstName LastName
Dave Chan Ming
SU Group Holdings Ltd
December 1, 2023
Page 2
            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.
            Please contact Keira Nakada at 202-551-3659 or Rufus Decker at 202-551-3769 if you
have questions regarding comments on the financial statements and related matters. Please
contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Anslow, Esq.

CORRESP
1
filename1.htm

SU Group Holdings Limited

Unit 01 – 03, 3/F, Billion Trade
Centre

31 Hung To Road, Kwun Tong

Kowloon, Hong Kong

Telephone: +852 2341-8183

VIA EDGAR

November 22, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F Street, N.E.

Washington, D.C. 20549

    Attention:
    Taylor Beech

    Donald Field

    Re:
    SU Group Holdings Ltd

    Amendment No. 3 to Draft Registration Statement on Form F-1

    Submitted September 29, 2023

    CIK No. 0001969863

Dear Ms. Beech:

SU Group Holdings Limited
(the “Company,” “we,” “our” or “us”) hereby transmits our
response to the comment letter received from the staff (the “Staff”, “you” or “your”)
of the U.S. Securities and Exchange Commission (the “Commission”), dated October 17, 2023, regarding Amendment No.
3 to Draft Registration Statement on Form F-1 (“Draft Registration Statement”) submitted to the Commission on September
29, 2023.

For the Staff’s convenience,
we have repeated below the Staff’s comments in bold, and have followed each comment with the Company’s response. The Company
is live filing via Edgar a registration statement (the “Registration Statement”) revised pursuant to the comments herein
with this response letter.

Amendment No. 3 to Draft Registration Statement
on Form F-1

PRC Approvals, page 7

    1.
    We note your disclosure that you “have not experienced denials in obtaining permissions or approvals and have complied with the applicable laws and regulations in all material respects.” The disclosure here should not be qualified by materiality. Please make appropriate revisions to your disclosure. In addition, revise to clarify whether you have received all requisite permissions or approvals, as your disclosure only explicitly states that you have not received any denials.

Response to Comment No. 1: In
response to the Staff’s comment, we have revised our disclosure in the “Prospectus Summary” section on page 8 of the
Registration Statement.

Risk Factors

The PRC legal system is evolving
rapidly and the PRC government exerts substantial influence..., page 32

    2.
    We note your revised disclosure in response to comments 6 and 9. Please further revise this risk factor to remove your references to “oversight” and restore your prior “influence or discretion” language. Alternatively, explain how oversight is different in this context, or provide a more detailed description of what you mean by “oversight.”

Response to Comment No. 2: In
response to the Staff’s comment, we have revised our disclosure on the prospectus cover page, in the “Prospectus Summary”
section on pages 1, 3, 8 and 9 and in the “Risk Factors” section on page 32 of the Registration Statement.

********

We thank the Staff in advance
for its consideration of the foregoing. Should you have any questions, please do not hesitate to contact our legal counsel, Richard I.
Anslow, Esq., of Ellenoff Grossman & Schole LLP, at (212) 370-1300.

    Sincerely,

    By:
    /s/ Dave Chan Ming

    Name:
    Dave Chan Ming

    Title:
    Chief Executive Officer

    cc:
    Ellenoff Grossman & Schole LLP

United States securities and exchange commission logo
October 17, 2023
Dave Chan Ming
Chief Executive Officer
SU Group Holdings Ltd
Unit 01 – 03, 3/F, Billion Trade Centre
31 Hung To Road, Kwun Tong
Kowloon, Hong Kong
Re:SU Group Holdings Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted September 29, 2023
CIK No. 0001969863
Dear Dave Chan Ming:
            We have reviewed your amended draft registration statement and have the following
comments.
            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.
Amendment No. 3 to Draft Registration Statement on Form F-1
PRC Approvals, page 7
1.We note your disclosure that you "have not experienced denials in obtaining permissions
or approvals and have complied with the applicable laws and regulations in all material
respects."  The disclosure here should not be qualified by materiality. Please make
appropriate revisions to your disclosure.  In addition, revise to clarify whether you have
received all requisite permissions or approvals, as your disclosure only explicitly states
that you have not received any denials.

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 Comapany NameSU Group Holdings Ltd
 October 17, 2023 Page 2
 FirstName LastName
Dave Chan Ming
SU Group Holdings Ltd
October 17, 2023
Page 2
Risk Factors
The PRC legal system is evolving rapidly and the PRC government exerts substantial
influence..., page 32
2.We note your revised disclosure in response to comments 6 and 9.  Please further revise
this risk factor to remove your references to "oversight" and restore your prior “influence
or discretion” language.  Alternatively, explain how oversight is different in this context,
or provide a more detailed description of what you mean by “oversight.”
            Please contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Anslow, Esq.

United States securities and exchange commission logo
August 30, 2023
Dave Chan Ming
Chief Executive Officer
SU Group Holdings Ltd
Unit 01 – 03, 3/F, Billion Trade Centre
31 Hung To Road, Kwun Tong
Kowloon, Hong Kong
Re:SU Group Holdings Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted August 14, 2023
CIK No. 0001969863
Dear Dave Chan Ming:
            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. 2 to Draft Registration Statement on Form F-1
Cover Page
1.We reissue comment 3.  Please amend your disclosure here and in the summary risk
factors and risk factors sections to state that, to the extent cash or assets in the business is
in Hong Kong or a Hong Kong entity, the funds or assets may not be available to fund
operations or for other use outside of Hong Kong due to interventions in or the imposition
of restrictions and limitations on the ability of you or your subsidiaries by the PRC
government to transfer cash or assets.

 FirstName LastNameDave Chan Ming
 Comapany NameSU Group Holdings Ltd
 August 30, 2023 Page 2
 FirstName LastName
Dave Chan Ming
SU Group Holdings Ltd
August 30, 2023
Page 2
2.We reissue comment 4 in part.  Where you discuss your cash management policies on
your cover page and in your prospectus summary, revise to clarify the source of such
policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.).
Summary of Risks Affecting Our Company, page 3
3.We note your revised disclosure in response to comment 9 and reissue our comment in
part.  Revise to acknowledge any risks that any actions by the Chinese government to
exert more oversight and control over offerings that are conducted overseas and/or foreign
investment in China-based issuers could significantly limit or completely hinder your
ability to offer or continue to offer securities to investors and cause the value of such
securities to significantly decline or be worthless.
PRC Approvals, page 6
4.We note in your revised disclosure in response to comment 11 that you include a cross-
reference to a discussion of the permissions and approvals that you are required to obtain
from Hong Kong authorities to operate your business.  Please further revise to specifically
identify the permissions and approvals you are required to obtain from Hong Kong
authorities to operate your business in your prospectus summary.
5.We reissue comment 12 in part.  It is unclear whether you relied on an opinion of your
PRC counsel with respect to your conclusion that you do not need permission and
approval from the CAC.  Please revise to specify that the conclusions regarding CAC
approval is the opinion of PRC counsel, if accurate.  If you did not rely on an opinion,
state as much and explain why such an opinion was not obtained. In this regard, we note
that the prospectus cover page appears to contain an opinion of PRC counsel on this issue.
Please revise and reconcile the disclosures in the respective sections.
Risk Factors
Potential political, economic and social instability in Hong Kong..., page 31
6.We note the inclusion of references to "other countries or regions" with respect to
disclosure which was previously focused on risks related to the PRC government.  Please
remove the mitigating language and discuss plainly and directly the risks driving potential
political, economic and social instability in Hong Kong as detailed in the risk factor title.
Additionally, please revise any other China-Based Companies risk factors with mitigating
language in a similar fashion.
Note 2. Significant Accounting Policies
(t) Revenue Recognition
Security-Related Engineering Services, page F-40
7.We note the disaggregated revenues you disclosed in response to comment 29.  Please tell
us why you did not also disaggregate project and maintenance revenue into security

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 Comapany NameSU Group Holdings Ltd
 August 30, 2023 Page 3
 FirstName LastName
Dave Chan Ming
SU Group Holdings Ltd
August 30, 2023
Page 3
systems and products, security system installation services, and security systems
maintenance services.  Refer to the guidance in ASC 280-10-50-40.
General
8.Throughout your cover page, summary, and risk factors, you state that you are not
required to obtain permission from the PRC or Hong Kong authorities for the trading of
your ordinary shares on Nasdaq.  Please revise to clarify whether the statement also
applies to the offering of your ordinary shares to foreign investors.
9.We note the changes you made to your disclosure appearing on the prospectus cover page,
Prospectus Summary and Risk Factor sections relating to legal and operational risks
associated with PRC regulations.  It is unclear to us that there have been changes in the
regulatory environment in the PRC since the amendment that was filed on June 30, 2023,
warranting revised disclosure to mitigate the challenges you face and related disclosures.
The Sample Letters to China-Based Companies sought specific disclosure relating to the
risk that the PRC government may intervene in or influence your operations at any time,
or may exert control over operations of your business, which could result in a material
change in your operations and/or the value of the securities you are registering for sale.
We remind you that, pursuant to federal securities rules, the term “control” (including the
terms “controlling,” “controlled by,” and “under common control with”) as defined in
Securities Act Rule 405 means “the possession, direct or indirect, of the power to direct or
cause the direction of the management and policies of a person, whether through the
ownership of voting securities, by contract, or otherwise.”  The Sample Letters also
sought specific disclosures relating to uncertainties regarding the enforcement of laws and
that the rules and regulations in China can change quickly with little advance notice.  We
do not believe that your revised disclosure referencing the PRC government’s intent to
strengthen its regulatory oversight conveys the same risk.  Please restore your disclosures
in these areas to the disclosures as they existed in the draft registration statement as of
June 30, 2023.
            You may contact Keira Nakada at 202-551-3659 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Anslow, Esq.

United States securities and exchange commission logo
July 26, 2023
Dave Chan Ming
Chief Executive Officer
SU Group Holdings Ltd
Unit 01 – 03, 3/F, Billion Trade Centre
31 Hung To Road, Kwun Tong
Kowloon, Hong Kong
Re:SU Group Holdings Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted June 30, 2023
CIK No. 0001969863
Dear Dave Chan Ming:
            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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover Page
1.Where you discuss the dividends declared in the years ended September 30, 2021 and
2022, revise to include a cross reference to the consolidated financial statements.  In
addition, we note that these numbers do not agree with the numbers you disclose in the
risk factor on page 26.  Please revise for consistency.
2.Discuss whether there are limitations on your ability to transfer cash between you, your
subsidiaries or investors, as you have done in your prospectus summary.  In this regard,
we note your disclosure on the prospectus cover says only "none of our subsidiaries have

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 Comapany NameSU Group Holdings Ltd
 July 26, 2023 Page 2
 FirstName LastNameDave Chan Ming
SU Group Holdings Ltd
July 26, 2023
Page 2
ever faced difficulties or limitations on the ability to transfer cash to another
subsidiary."  Provide a cross-reference to your discussion of this issue in your summary,
summary risk factors, and risk factors sections, as well.
3.Please amend your disclosure here and in the summary risk factors and risk factors
sections to state that, to the extent cash or assets in the business is in Hong Kong or a
Hong Kong entity, the funds or assets may not be available to fund operations or for other
use outside of Hong Kong due to interventions in or the imposition of restrictions and
limitations on the ability of you or your subsidiaries by the PRC government to transfer
cash or assets.  On the cover page, provide cross-references to these other discussions.
4.Where you discuss your cash management policies, revise to clarify the source of such
policies (e.g., whether they are contractual in nature, pursuant to regulations, etc.), and
include comparable disclosure describing your cash management policies in your
prospectus summary.  Include a cross reference on your cover page to the added
discussion in your prospectus summary.
5.Identify clearly the entity in which investors are purchasing their interest.
6.Disclose how regulatory actions related to data security or anti-monopoly concerns in
Hong Kong/Macau have or may impact the company’s ability to conduct its business,
accept foreign investment or list on a U.S./foreign exchange.
Prospectus Summary, page 1
7.With a view to featuring such disclosure more prominently, move all disclosure regarding
your corporate structure and the risks of doing business in the PRC and Hong Kong to the
beginning of the prospectus summary.
8.We note your disclosure that "we have submitted 250 tenders and quotations with a total
estimated contract value of US$30.2 million in relation to the provision of security-
related engineering services involving the supply of security systems and related
maintenance services which we were awaiting results."  Please revise to clarify whether
these tenders and quotations are firm commitments.
Summary of Risks Affecting Our Company, page 3
9.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in Hong Kong poses to
investors.  In particular, describe the significant regulatory, liquidity, and enforcement
risks with cross-references to the more detailed discussion of these risks in the
prospectus.  For example, specifically discuss risks arising from the legal system in China,
including risks and uncertainties regarding the enforcement of laws and that rules and
regulations in China can change quickly with little advance notice; and the risk that the
Chinese government may intervene or influence your operations at any time, or may exert
more control over offerings conducted overseas and/or foreign investment in China-based
issuers, which could result in a material change in your operations and/or the value of the

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 Comapany NameSU Group Holdings Ltd
 July 26, 2023 Page 3
 FirstName LastNameDave Chan Ming
SU Group Holdings Ltd
July 26, 2023
Page 3
securities you are registering for sale.  Acknowledge any risks that any actions by the
Chinese government to exert more oversight and control over offerings that are conducted
overseas and/or foreign investment in China-based issuers could significantly limit or
completely hinder your ability to offer or continue to offer securities to investors and
cause the value of such securities to significantly decline or be worthless.
Legal and Operational Risks Related to Operations in Hong Kong, page 4
10.Revise to balance the disclosure in this section with a discussion of the possible
ramifications if you did become subject to PRC laws and authorities, including that
you could incur material costs to ensure compliance, be subject to fines, experience
devaluation of securities or delisting, no longer conduct offerings to foreign investors, and
no longer be permitted to continue your current business operations.
PRC Approvals, page 5
11.Disclose each permission or approval that you or your subsidiaries are required to obtain
from Chinese and Hong Kong authorities to operate your business and to offer the
securities being registered to foreign investors, and state affirmatively whether you have
received all requisite permissions or approvals and whether any permissions or approvals
have been denied.
12.It is unclear whether you relied on an opinion of your PRC counsel with respect to your
conclusions that you do not need permissions and approvals from the CAC and CSRC, as
you state that you were "advised" by your PRC counsel.  Please revise to specify that the
conclusion is the opinion of PRC counsel, if accurate.  If you did not rely on an opinion,
state as much and explain why such an opinion was not obtained.
Corporate Structure, page 7
13.Identify clearly the entity in which investors are purchasing their interest.
Dividends and Other Distributions, page 8
14.Revise to include a discussion of China’s Enterprise Tax Law.
Risk Factors
Risks Related to Conducting Operations in Hong Kong, page 27
15.Include risk factor disclosure explaining whether there are laws/regulations in Hong
Kong/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.
16.Given the significant oversight and discretion of the government of the PRC over the
operations of your business, please describe any material impact that intervention or
control by the PRC government has or may have on your business or on the value of your

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 Comapany NameSU Group Holdings Ltd
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 FirstName LastName
Dave Chan Ming
SU Group Holdings Ltd
July 26, 2023
Page 4
securities.  We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”)
means “the possession, direct or indirect, of the power to direct or cause the direction of
the management and policies of a person, whether through the ownership of voting
securities, by contract, or otherwise.”
Enforceability of Civil Liabilities, page 49
17.Please identify each officer and/or director located in China, Hong Kong or Macau.
Selected Consolidated Financial Data
Selected Consolidated Statements of Income Data, page 53
18.Please revise to also disclose net income attributable to SU Group Holdings Limited's
ordinary shareholders for each period presented.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Key Factors Affecting Our Operations, page 56
19.We note your disclosure that in the fiscal years ended September 30, 2021 and 2022,
93.5% and 80.9% of your revenues from the provision of security-related engineering
services was contributed by recurring customers, respectively.  Please tell us whether
management tracks your recurring customers and what consideration you gave to
including a description of those trends in your filing.
Quantitative and Qualitative Disclosures About Market and Financial Risks, page 70
20.Your current disclosures with respect to your exposure to interest rate and foreign
currency risks do not comply with the guidance outlined in Item 11(a)(1) of Form 20-F.
Please revise your quantitative disclosures regarding your exposure to such risks so that
they are presented in one of the suggested formats outlined in Item 11(a)(1) of Form 20-F.
Business
Our Suppliers, page 99
21.We note your disclosure that during the fiscal years ended September 30, 2021 and 2022,
your single largest supplier accounted for 36.6% and 20.2% of your total purchases,
respectively.  Please tell us whether you have entered into an agreement with this supplier,
and if so, please revise to describe the material terms of the agreement and file the
agreement as an exhibit to the registration statement, or tell us why you are not required to
do so.

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 FirstName LastName
Dave Chan Ming
SU Group Holdings Ltd
July 26, 2023
Page 5
Material Contract
Letter of Acceptance with a Customer, page 104
22.We note your disclosure that on September 30, 2021, Shine Union and a customer signed
a letter of acceptance under which Shine Union agreed to provide supply and installation
services, including design development, testing, commissioning, and maintenance of ELV
systems, for a fixed price of HK$34.9 million as a subcontractor for the main contract
dated May 25, 2021, related to the development of a hostel and a building complex in
Hong Kong.  Revise to describe the material terms of these agreements and file them as
exhibits to the registration statement, or tell us why you are not required to do so.
Employees, page 110
23.We note your disclosure on page 17 that your employee turnover rate in respect of the
full-time employees for providing security guarding and screening services and related
vocational training services was 61.8% and 57.0% for the fiscal years ended
September 30, 2021 and 2022, respectively.  Revise the discussion in this section to
address your turnover rate.
Consolidated Financial Statements
Note 1. Organization and Principal Activities
Reorganization, page F-7
24.We note that your reorganization on April 16, 2021 involved the combination of certain
entities under common control under which you became the ultimate holding company.
We further note that the reorganization is reflected as of the beginning of the first period
presented.  Based on this information, your financial statements appear to be more
appropriately described as “combined,” rather than as “consolidated,” for the period prior
to April 16, 2021.  Please revise your presentation or advise.  Refer to ASC 810-10-45-10.
Note 2. Significant Accounting Policies
(o) Deferred Offering Expenses, page F-11
25.Please clarify whether the offering costs that you have capitalized at September 30, 2022
relate to the current attempt to list on Nasdaq or to other ongoing efforts to list your shares
on another market.
Note 6. Property and Equipment, Net, page F-19
26.We note that you disposed of a significant portion of your property and equipment during
the fiscal year ended September 30, 2021 based on the proceeds reflected in your
statement of cash flows for the period.  Please disclose the facts and circumstances leading
to the disposal and the segment underwhich the long-lived assets disposed of were
reported.  Refer to ASC 360-10-50-3.

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SU Group Holdings Ltd
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Note 19. Related Party Transactions and Balances, page F-26
27.Please revise the notes to the financial statements to disclose the lease expenses incurred
with Mr. Chan Ming Dave and/or Ms. Yam Fung Yee Carrie as disclosed in the table at
the top of page 130 under the heading "Related Party Transactions". Refer to the
disclosure requirements outlined in ASC 850-10-50.
Note 21. Segment Reporting, page F-28
28.Your discussion in "Management’s Discussion and Analysis of Financial Condition and
Results of Operations" appears to indicate that you review your equipment leasing
services separately from other security-related engineering services and security guarding
and screening services.  In addition, the gross profit margin of the equipment leasing
services appears to be significantly higher than that of the rest of the security-related
engineering services segment.  Please tell us your consideration for not identifying your
equipment leasing services operations as a separate reportable segment. Also, if these
operations do represent a separate operating segment but meet the criteria for aggregation,
please explain your basis for this conclusion.  Refer to ASC 280-10-50-10 and 50-11.
29.Please tell us your consideration for not disclosing revenues by each product and service
or each group of similar products and services you identify starting on page F-12, such as
security systems and products, security system installation services, security systems
maintenance services, security guarding services, and security screening services.  Refer
to ASC 280-10-50-40.
General
30.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. Please contact the staff member associated with the review of this filing
to discuss how to submit the materials, if any, to us for our review.
            You may contact Keira Nakada at 202-551-3659 or Linda Cvrkel at 202-551-3813 if you
have questions regarding comments on the financial statements and related matters.  Please
contact Taylor Beech at 202-551-4515 or Erin Jaskot at 202-551-3442 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Richard Anslow, Esq.