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                                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.
 Dave Chan Ming
FirstName LastNameDave
SU Group Holdings  Ltd Chan Ming
Comapany
August 30, NameSU
           2023    Group Holdings Ltd
August
Page 2 30, 2023 Page 2
FirstName LastName
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
 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,
FirstName LastNameDave Chan Ming
                                                            Division of
Corporation Finance
Comapany NameSU Group Holdings Ltd
                                                            Office of Trade &
Services
August 30, 2023 Page 3
cc:       Richard Anslow, Esq.
FirstName LastName