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April 11, 2024
Kin Chung Chan
Chairman and Chief Executive Officer
Reitar Logtech Holdings Ltd
c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road
Kwun Tong, Kowloon, Hong Kong
Re:Reitar Logtech Holdings Ltd
Registration Statement on Form F-1
Filed March 28, 2024
File No. 333-278295
Dear Kin Chung Chan:
            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
General
1.Given the size of the offering relative to the number of common shares outstanding and
held by non-affiliates, please provide us with a detailed legal and factual analysis
explaining your basis for determining that this secondary offering is eligible to be made
under Rule 415(a)(1)(i) and why it should not be treated as a primary offering. In
responding, please consider the guidance set forth in Question 612.09 of our Securities
Act Rules Compliance and Disclosure Interpretations.
2.We note that throughout the forepart of your filing your share-related disclosures assume
40 million and 20 million pre-IPO Class A and B ordinary shares outstanding,
respectively, as compared to the respective 20,000 and 10,000 share totals reflected in
your financial statements and pro forma schedules. Please revise your filing to address this
apparent inconsistency or advise.

 FirstName LastNameKin Chung Chan
 Comapany NameReitar Logtech Holdings Ltd
 April 11, 2024 Page 2
 FirstName LastName
Kin Chung Chan
Reitar Logtech Holdings Ltd
April 11, 2024
Page 2
Recent Sales of Unregistered Securities, page II-2
3.Please update your disclosure in this section to reflect the issuance of your Class A
ordinary shares including the issuance of shares to the selling stockholders or advise.
Exhibits
4.We refer you to the auditor consents at exhibits 23.1 and 23.2. Such consents refer to the
filing as a Draft Registration Statement. Please have your auditors revise their consents
to remove the reference to Draft.
            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 Frank Knapp at 202-551-3805 or Jennifer Monick at 202-551-3295 if you
have questions regarding comments on the financial statements and related matters. Please
contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       William Ho, Esq.