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                                                            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 & Cort  s, 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
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