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 March 19, 2025

Choi Tan Yee
Executive Director and Chief Financial Officer
Alpha Technology Group Ltd
Unit No. 08 on the 25th Floor of Nanyang Plaza
No. 57 Hung To Road
Kwun Tong, Kowloon, Hong Kong

 Re: Alpha Technology Group Ltd
 Form 20-F for the Year Ended September 30, 2024
 Filed January 27, 2025
 File No. 001-41847
Dear Choi Tan Yee:

 We have reviewed your filing and have the following comments.

 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.

Form 20-F for the Fiscal Year Ended September 30, 2024
Risk Factors
You may incur additional costs and procedural obstacles..., page 35

1. We note your disclosure that most of your directors and executive
officers are Hong
 Kong nationals or residents and a substantial portion of their assets
are located in
 Hong Kong outside of the United States. Please identify any directors,
officers, or
 members of senior management located in the PRC/Hong Kong. Additionally,
please
 include a separate "Enforceability" section that addresses whether or
not investors
 may bring actions under civil liability provisions of the U.S. federal
securities laws
 against you, your officers or directors who are residents of a foreign
country, and
 whether investors may enforce these civil liability provisions when your
assets,
 officers, and directors are located outside of the United States.
 March 19, 2025
Page 2
Business Overview, page 48

2. We note that revenue from your AI-OCR software accounted for 6.5% of
your total
 revenue in fiscal year 2024 but your website appears to be focused on
your AI
 technology. For example, you state that you are the first Hong
Kong-based AI
 company listed on Nasdaq [and you] focus on AI-related technologies
with ERP
 systems to provide AI driven automation processes [and your] AI
solution helps
 businesses manage communications with AI. We also note public
statements that the
 company uses LLM applications to create AI solutions for businesses and
 governments. Please discuss the full scope of AI services that the
company offers and
 clarify whether they encompass more than the AI-OCR software. Discuss
the risk and
 uncertainties related to providing these AI services. Further, explain
whether
 management envisions AI becoming a growing part of the company's
business
 offerings and if so, disclose the timeline for such development.
Results of Operations, page 65

3. We note your aggregation of the results of operations of the successor
and predecessor
 periods for the fiscal year ended September 30, 2023. Please note that
it is generally
 inappropriate to combine financial information for predecessor and
successor periods
 for purposes of MD&A discussion as the financial statements are prepared
on
 different bases of accounting and are therefore not comparable. In this
regard, please
 revise your results of operations discussion to separately present and
discuss the
 historical results of your predecessor and successor or explain to us
how your
 presentation complies with Item 303 of Regulation S-K. To the extent you
include a
 supplemental comparative discussion of the results prepared on a pro
forma basis for
 the relevant pro forma period, it should reflect all relevant pro forma
adjustments in
 accordance with Article 11 of Regulation S-X and disclosure should be
provided to
 explain how the pro forma presentation was derived, why you believe the
presentation
 to be useful, and any potential risks associated with using such a
presentation.
Consolidated Statements of Operations and Comprehensive Loss, page F-5

4. Please explain to us your basis in GAAP for presenting the results of
operations for
 the year ended September 30, 2023 on a basis that combines the
predecessor operating
 results from October 1, 2022 to October 11, 2022 with the successor
operating results
 from October 12, 2022 to September 30, 2023.
5. Please revise the tabular presentations in your Statements of Operation
and
 Comprehensive Loss and your Statements of Cash Flows, as well as
presentation
 elsewhere in your filing such as in the discussion of your results of
operations
 beginning on page 65, so that your financial statements and other data
presented in
 tabular form to read consistently from left to right in the same
chronological order
 throughout the filing. We refer you to the guidance in SAB Topic 11:E.
 March 19, 2025
Page 3
Financial Statements
Note 1. Organization and Principle Activities, page F-8

6. We note you disclosed "[o]n October 12, 2022, Alpha acquired 100 % of
equity
 interest in NSL and TSL from the former shareholders." In light of this
disclosure,
 please clarify and explain to us the meaning of your disclosure under
Recent
 Developments on page F-8. In this regard, we note you said "[t]he
subsidiaries of
 Alpha were under the control of different ultimate owners immediately
following their
 acquisition by Alpha. Although, after the acquisition, NSL and TSL
became wholly-
 owned subsidiaries of Alpha, the two acquired companies did not operate
under
 common control as their ultimate owners had been different." In
addition, explain to
 us and disclose when you obtained control of the subsidiaries, how you
obtained
 control, and why you began reporting the results of operations beginning
on October
 12, 2022 as the Successor results of operations.

 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 Anastasia Kaluzienski at 202-551-3685 or Robert
Littlepage at 202-
551-3361 if you have questions regarding comments on the financial statements
and related
matters. Please contact Jan Woo at 202-551-3453 with any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Technology
cc: Ying Li
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