United States securities and exchange commission logo





                               June 27, 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
Registration Statement on Form 10-12B
                                                            Filed June 18, 2024
                                                            File No. 001-42113

       Dear Anton D. Nikodemus:

                                                        We have reviewed your
filing and have the following comment(s).

              Please respond to this letter within ten business days by
providing the requested
       information or advise us as soon as possible when you will respond. If
you do not believe a
       comment applies to your facts and circumstances, please tell us why in
your response.

                                                        After reviewing your
response to this letter, we may have additional comments.

       Amendment No. 1 to Registration Statement on Form 10-B, Filed June 18,
2024

       Information Statement
       Unaudited Pro Forma Combined Financial Statements
       Unaudited Pro Forma Combined Balance Sheet, page 57

   1.                                                   You state the terms of
the new mortgage payable will require 17.5% of refinanced debt
                                                        balance as cash
collateral in the escrow account as a deposit. However, it is not clear if
                                                        this is reflected in
the pro forma balance sheet. Please advise and revise as appropriate.
       Liquidity and Capital Resources, page 83

   2.                                                   You disclose in
connection with the Refinanced 250 Water Street Term Loan you will
                                                        enter into a total
return swap. Please discuss your business purpose for entering into this
                                                        swap and the specific
transactions/activities you must perform in the operation of the
                                                        swap, including whether
you will be a payer or recipient of funds and the basis for
                                                        payments/receipts. In
doing the latter, discuss the expected impacts of the swap on your
 Anton D. Nikodemus
Seaport Entertainment Group Inc.
June 27, 2024
Page 2
      liquidity, financial position, cash flows and results. After considering
the preceding,
      include material impacts of the swap in the pro forma financial
information as appropriate.
        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.

       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,
FirstName LastNameAnton D. Nikodemus
                                                           Division of
Corporation Finance
Comapany NameSeaport Entertainment Group Inc.
                                                           Office of Trade &
Services
June 27, 2024 Page 2
cc:       Julian Kleindorfer
FirstName LastName