United States securities and exchange commission logo





                            April 7, 2023

       Ivy Lee
       Chief Financial Officer
       SAG Holdings Ltd
       14 Ang Mo Kio Street 63
       Singapore 569116

                                                        Re: SAG Holdings Ltd
                                                            Amendment No. 3 to
Registration Statement on Form F-1
                                                            Filed March 29,
2023
                                                            File No. 333-267771

       Dear Ivy Lee:

             We have reviewed your amended 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 amending your registration
statement and providing the
       requested information. 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 any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our
November 14, 2022 letter.

       Amendment No. 3 to Registration Statement on Form F-1 Filed March 29,
2023

       Preliminary Prospectus, page i

   1.                                                   It appears the
$11,500,000 proceeds to the Company before expenses is not determined
                                                        based on the offering
of 3,750,000 Ordinary Shares by SAG Holding Limited as stated in
                                                        footnote (4), please
revise the disclosure to reconcile the difference.
       Capitalization, page 30

   2.                                                   Your disclosure of
12,500,000 Ordinary Shares outstanding on an as adjusted basis
                                                        appears to be
inconsistent with the sum of 9,375,000 Ordinary Shares outstanding on an
                                                        actual basis as of
January 31, 2023 and 3,750,000 Ordinary Shares to be issued in this
                                                        offering. Please revise
to reconcile the difference.
 Ivy Lee
SAG Holdings Ltd
April 7, 2023
Page 2
3.       Please tell us how you have reflected the deductions for underwriting
discounts and
         estimated offering expenses in the capitalization table.
Dilution, page 31

4.       Please provide your dilution disclosure as of the date of your latest
balance sheet provided
         in accordance with Item 9.E of Form 20-F. Please revise to reflect the
underwriting
         discounts and commissions and estimated offering expenses in your
calculation of the pro
         forma net tangible book value per share after giving effect to this
offering.
Amendment 3 to Registration Statement on Form F-1 filed on March 29, 2023

Exhibit Index, page II-2

5.       We note you have filed two legal opinions. Both legal opinions are
undated and have
         blanks for certain dates. In addition, the legal opinion provided by
Conyers Dill
         & Pearman does not state the number of shares being registered. Please
file legal opinions
         that are dated, and complete. In addition, with regard to the Conyers
Dill & Pearman legal
         opinion, please file a revised opinion identifying the number of
shares covered by the
         opinion.
General

6.       Revise to clarify the total number of ordinary shares that will be
offered in the
         underwritten offering. Throughout your prospectus, your disclosure
indicates that the
         total number of shares to be offered in the underwritten offering is
3,750,000 ordinary
         shares, however, you have also revised your prospectus to increase the
amount of shares
         the company is offering to 3,750,000 ordinary shares. If the company
is offering such
         amount and your selling shareholders are offering 625,000 ordinary
shares, this suggests
         that the total number of ordinary shares to be offered in the
underwritten offering should
         be 4,375,000 ordinary shares.
       You may contact Suying Li at 202-551-3335 or Theresa Brillant at
202-551-3307 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Scott Anderegg at 202-551-3342 or Mara Ransom at 202-551-3264 with any
other
questions.



FirstName LastNameIvy Lee                                      Sincerely,
Comapany NameSAG Holdings Ltd
                                                               Division of
Corporation Finance
April 7, 2023 Page 2                                           Office of Trade
& Services
FirstName LastName