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                                                              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

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
 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
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