United States securities and exchange commission logo





                              April 8, 2024

       Anton D. Nikodemus
       Chief Executive Officer
       Seaport Entertainment Group Inc.
       199 Water Street
       28th Floor
       New York, NY 10038

                                                        Re: Seaport
Entertainment Group Inc.
                                                            Amendment No. 1 to
Draft Registration Statement on Form 10-12B
                                                            Submitted March 26,
2024
                                                            CIK 002009684

       Dear Anton D. Nikodemus:

            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
       March 12, 2024 letter.

       Amendment No. 1 to Draft Registration Statement on Form 10-12B,
Submitted March 26, 2024

       Information Statement
       Questions and Answers...
       "What are the conditions to the distribution?", page iv

   1.                                                   We note your response
to prior comment 1 and reissue in part. We acknowledge the
                                                        additional disclosure
that HHH may waive any or all of these conditions; however, please
                                                        address specifically
whether the spin-off is contingent upon an exchange's approval of
                                                        your listing
application or please confirm to us that a spin-off may still proceed without
an
                                                        exchange's approval.
 Anton D. Nikodemus
Seaport Entertainment Group Inc.
April 8, 2024
Page 2
Risk Factors
Risks Related to the Separation and Our Relationship with HHH
HHH may compete with us., page 35

2.       We note your new disclosure on page 101 describing the Separation
Agreement, including
         that the term of the Separation Agreement is indefinite. Considering
that the Separation
         Agreement provides HHH with privileges that your other competitors do
not have, please
         include disclosure identifying the Separation Agreement as a source of
HHH's potential
         competitive advantage.
General Risks
We may be subject to legal proceedings or investigations, the resolution of
which could
negatively affect our business, financial..., page 43

3.       We note your new disclosure on page 22 stating that you are subject to
various lawsuits
         related to the 250 Water Street development. Please update this risk
factor if the risk is no
         longer hypothetical.
Segment Operating Results
Hospitality, page 65

4.       Revise to provide additional attribution to the specific causes of the
$10.0 million
         decrease in food and beverage revenue which you indicate is due to
reduced restaurant
         performance as a result of poor weather conditions, fewer private
events, and the closure
         of a restaurant concept in the fourth quarter of 2022.
Business
Competitive Strengths
Scalable Platform, page 76
FirstName LastNameAnton D. Nikodemus
5.     We note your response to prior comment 18. Please expand on what is
meant by "concept
Comapany   NameSeaport
       changes"          Entertainment
                so potential             Group
                             investors can betterInc.
                                                   understand the significance
of excluding such
April 8,impact.
         2024 Page 2
FirstName LastName
 Anton D. Nikodemus
FirstName   LastNameAnton
                      GroupD.Inc.
                               Nikodemus
Seaport Entertainment
Comapany
April       NameSeaport Entertainment Group Inc.
       8, 2024
April 38, 2024 Page 3
Page
FirstName LastName
       Please contact Robert Shapiro at 202-551-3273 or Doug Jones at
202-551-3309 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Nicholas Nalbantian at 202-551-7470 or Mara Ransom at 202-551-3264 with
any other
questions.



                                                        Sincerely,

                                                        Division of Corporation
Finance
                                                        Office of Trade &
Services
cc:      Julian Kleindorfer