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.
 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,
FirstName LastNameDave Chan Ming
                                                           Division of
Corporation Finance
Comapany NameSU Group Holdings Ltd
                                                           Office of Trade &
Services
December 1, 2023 Page 2
cc:       Richard Anslow, Esq.
FirstName LastName