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Alpha Technology Group Ltd.

August 10, 2023

Via EDGAR

Division of Corporation Finance

Office of Technology

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Claire DeLabar

    Robert Littlepage

    Marion Graham

    Matthew Derby

    Re:
    Alpha Technology Group Ltd.

    Amendment No. 3 to Draft Registration Statement on Form F-1

    Submitted July 18, 2023

    File No.
    333-273289

Ladies and Gentlemen:

This letter is in response to the letter dated
August 2, 2023, from the staff (the “Staff”) of the U.S. Securities and Exchange Commission (the “Commission”)
addressed to Alpha Technology Group Ltd. (the “Company,” “we,” and “our”). For ease of reference,
we have recited the Commission’s comments in this response and numbered them accordingly. An Amended Registration Statement on Form F-1
(“Amended Registration Statement No. 3”) is being filed to accompany this letter.

Amendment No. 3 to Draft Registration Statement on Form F-1

Dilution, page 76

    1.
    Please revise to include dilution as of March 31, 2023.

Response: In response to the Staff’s
comment, please refer to the enhanced disclosure on pages 76-77 of Amended Registration Statement No. 4.

Corporate History and Structure, page 79

    2.
    Provide pro forma financial statements prepared in accordance with Article 11 of Regulation of S-X to give effect to Alpha Technology Group Limited’s acquisition of Techlution and NSL.

Response: Please refer to the attached
pro forma financial statements as of September 30, 2023 after taking into account Alpha Technology Group Limited’s acquisition of Techlution
and NSL (see Attached Exhibit A).

    3.
    Please expand the discussion to detail the impact of the business combination on October 12, 2022 of NSL and Techlution on your results of operations in fiscal 2023 and separately discuss any material changes in operations prior to the business combination.

Response: In response to the Staff’s
comment, the Company respectfully submits that except for the amortization of the intangible assets, there was no material impact of the
business combination on October 12, 2022 of NSL and Techlution on the Group’s results of operations in fiscal 2023. The Group only
recognized the intangible assets, deferred tax liability and goodwill upon the business combination and did not recognize other profit
or loss items. The Company respectfully confirms that there were no material changes in operations prior to the business combination. Please also refer to page 85 of Amended Registration Statement
No. 4.

    4.
    Refer to the disclosure of related party transactions on page F-44 in which HK$1.41 million of the HK$1.585 million of NFT revenue was to Fuchsia Capital Limited, a related party owned by your executive director. Revise the discussion of the increase in revenue from NFT projects to clarify that the revenues are related party revenues.

Response: In response to the Staff’s
comment, please refer to the enhanced disclosure on pages 84 and 89 of Amended Registration Statement No. 4.

    5.
    Please expand the discussion of Listing expenses on page 90 to explain the nature of listing expenses expensed during the period as compared to the accrued listing expenses of HK$12.5 million disclosed on page 93 and deferred offering costs of HK$15.4 million on the balance sheet as of March 31, 2023.

Response: In response to the Staff’s
comment, please refer to the enhanced disclosure on pages 90, 93 and 94 of Amended Registration Statement No. 4.

    6.
    Please expand the discussion to include the business combination of NSL and Techlution on October 12, 2022, including the basis for your belief that the transaction should be accounted for as a business combination under ASC 805 rather than as a reorganization of entities under common control at historical cost due to the common control disclosed on page F-28. Please expand your accounting policy for principals of combination in Note 2 on page F-28 accordingly.

Response: In response to the Staff’s
comment, please refer to the enhanced disclosure on page F-28., F-29, F-45 and F-46 of Amended Registration Statement No. 4.

Critical Accounting Policies, page 96

    7.
    We note in your discussion of revenues on page 89 that you derived revenue from two NFT projects, creating an NFT marketplace for a customer and creating NFT artworks, developing an NFT minting site and preparing a proposal in relation to an NFT-related game for a customer primarily engaged in investment and fund management. Please expand your critical accounting policies for revenue on page 97 and your accounting policies in the March 31, 2023 financial statements on pages F-33 and F-34 to address these revenues or tell us how the existing revenue recognition accounting policies apply to these new revenue streams.

Response: In response to the Staff’s
comment, please refer to the enhanced disclosure on page F-34 of Amended Registration Statement No. 4.

Business

NFT Marketplace, page 112

    8.
    Refer to prior comment 1, where we requested a more detailed description of the conversion process for in-game assets to crypto assets, including to cryptocurrencies or NFTs. Please further clarify how in-game assets are incorporated into smart contracts, including how game players understand the conversion of in-game assets to external crypto assets through the immediate execution of the smart contracts. Additionally, disclose specifically which crypto assets users can exchange their in-game assets into, and how the exchange or conversion rate to crypto assets is determined.

Response: We respectfully advise the Staff that the
conversion process for in-game assets to crypto assets is detailed below:

All smart contracts written for the NFT-related
games run on blockchain. The Ethereum blockchain provides users, including Techlution, with smart contract templates which are standardized
codes that define their operational parameters, scope and rules. The smart contracts can be described as a piece of phrasal template written
in codes. In other words, when a smart contract is secured on the Ethereum blockchain, some parts can be intentionally left blank to be
filled when it is executed.

    2

For illustration purpose, a sample formula is
set out below:

If X is predetermined conditions, the smart
contract can be Y, or else invalid. In this gaming scenario described, X represents the in-game item that is in the game
player’s possession, whilst Y represents a minting process which is a standard line of coding developed by Ethereum that uses
in-game item to create the NFT. The predetermined conditions are the criteria and metrics that X needs to meet. These predetermined
conditions encompass information of an in-game item, such as its name, description, image and rank. If a player owns an in-game item
(X) that satisfies all the predetermined conditions, the smart contract will initiate the minting process (Y). Techlution is
responsible for gathering the information of the in-game items and creating a database thereof. The predetermined conditions are
determined and set out by the customer, and Techlution does not possess and cannot exercise any decision-making power. In the game,
the smart contract can be activated when (i) the player earns in-game coins; or (ii) the player opts to mint his/her rare in-game
items.

The following example illustrates how a smart
contract may use the above formula upon activation:

    Name
    Description
    Image
    Ranking
    Classification

    The in-game item in the player’s possession (X) is:
    Xmas
    A Christmas tree wrapped in a string of lights

    Level 7
    Rare

    Predefined conditions:
    Xmas; or
    A Christmas tree wrapped in a string of lights; or
     ;
                                            or

    Level 5 or higher; or
    Rare

    Bunny; or
    Easter-themed statue in a bunny shape; or
     ;
    or
    Level 3 or higher; or
    Rare

    Pink
    Valentine-themed bird house with a hollow heart carved in the middle

    Level 2 or higher
    Rare

    Does X match the predefined conditions?
    Yes
    Yes
    Yes
    Yes
    Yes

A smart contract is programmed to be self-executed
when a set of predefined conditions are fulfilled. As the above example shows, once a game player is in virtual possession of an in-game
item that matches the definition of X (i.e. all predefined conditions are fulfilled), the smart contract executes the minting process
automatically and independently on the Ethereum blockchain — using the digital data of the in-game item to create an NFT.
Game players will not be notified of the details of the operation of the smart contracts but only the result of whether he/she has successfully
minted his/her in-game item.

Techlution confirms that it does not have ownership
or control of any cryptocurrencies or NFTs created in relation to the NFT games. Upon delivery to customers, the smart contracts governing
the ownership of cryptocurrencies or NFTs are deployed and secured on the blockchain, meaning that the smart contracts cannot be altered,
modified or tampered thus ensuring the integrity of the game. Modifying the terms of the smart contract requires the creation of a new
contract that supersedes the former version, with all changes being recorded and visible to the public. Since Techlution cannot modify
the embedded smart contracts without leaving traceable evidence, we believe it is not necessary to impose any restrictions on accessing
NFTs created in relation to the games once they are delivered to customers.

    3

We respectfully advise the Staff that the
game players are aware that in-game coins can only be converted to cryptocurrency and in-game items can only be converted into NFTs.
The game players are not granted the option to convert in-game assets into any other kind of crypto assets or cryptocurrencies.

We also respectfully advise the Staff that
Techlution does not have any involvement in the decision-making process regarding the exchange rate for in-game coins to
cryptocurrency or which in-game items can be minted into NFTs. Techlution solely executes the requests of its customers and does not
determine the mechanisms of the game, such as what cryptocurrency should be created, the exchange rate, number of NFTs etc.
Techlution would consult its customers on determining how the game should be played and then designs the smart contract in
accordance with its customers’ instructions. Techlution only serves as a backend game developer and its work is limited to the
technological aspects of game creation by showcasing its customer’s requests in a digital format. The customer’s role,
on the other hand, retains all ultimate-decision making authority, including but not limited to, choosing the aesthetic, gaming
mechanism, exchange policieson in-game rewards, features, monetizing strategy and the design layout
of the game as well as the type of cryptocurrency linked to the smart contracts. Techlution completes its game development services by launching the game once it passes the user acceptance test, and
the customer assumes full responsibility for hosting, managing and operating the game thereafter. It is important to note that the
ownership of the game (including completed source code prepared by Techlution in provision of its services) belongs solely to the
customer and the customer retains absolute control over the game.

Since the game is still in development, Techlution
has yet to perform any maintenance services for the game. Nevertheless, if the customer makes substantial changes to the game (including
its source code) after the launch, Techlution will only address verbal enquiries in relation to any issues arising from its original source
code and will cease to perform any maintenance services for the game beyond that point.

In response to the Staff’s comment, please
refer to the enhanced disclosure on pages 114 and 115 of Amended Registration Statement No. 4.

    9.
    We note your response to prior comment 2. Please disclose what cryptocurrencies are available on the marketplace. In that regard, we note your disclosure that “[e]ach time a player earns an in-game coin, the smart contract is automatically put into execution and exchanges the in-game coin with cryptocurrency in accordance with the predetermined exchange rate.” In addition, clarify whether these transactions will occur on the platform created by Techlution and which cryptocurrencies will be available on the platform.

Response:

We respectfully advise the Staff that the NFT
marketplace and NFT-related game are not related in any form and context, and the owners of which are not related, associated or connected
with one another.

As of the NFT marketplace’s launch in October,
2022, the marketplace only supports one type of cryptocurrency, Ether, and does not support the trading or exchange of other crypto assets
or cryptocurrencies. Since the launch of NFT marketplace, Techlution has not participated in and is not responsible for any subsequent
changes made to the platform including, but not limited to, the inclusion of a pricing subscription page, connecting the platform to Qonbay
wallet instead of meta mask wallet, etc. All subsequent changes are performed by Retail Full Technology Company Limited, the customer
we created the platform for, and are not within the control of Techlution.

The
cryptocurrency referred in the disclosure of NFT-related game, as previously disclosed in the Amended Registration Statement No. 3
and as quoted in this comment, is the customer’s self-created cryptocurrency based on Ethereum  blockchain
— LDD tokens. The game only supports such cryptocurrency and does not support the trading or exchange of other crypto assets
or cryptocurrencies. As of the date of this response letter, the NFT-related game is still under development and has not yet been
publicly launched. While respecting the confidentiality obligations under the service agreement and to provide comprehensive
information to prospective investors in respect of the detail of the game, the Company has provided a generic description of the
type of cryptocurrency involved in the NFT-related game on page 114 of Amended Registration Statement No. 4.

We respectfully advise the Staff that Techlution
does not determine the types of cryptocurrencies involved nor the exchange rate of any crypto related matters. For more details, please
refer to our revised disclosure on page 114 of Amended Registration Statement No. 4.

As mentioned above in our response to comment 8 of this response letter,
the smart contract, which dictates the exchanging mechanisms of in-game coins to LDD tokens and in-game items to NFTs, is executed on
the Ethereum blockchain and, therefore, the exchanging mechanism does not exist within the game.

We respectfully advise the Staff that as of the
date of this response letter, the Company is yet to be able to obtain the consent from both Retail Full Technology Company Limited and
AcroGrowth Consulting Limited for public disclosure of their respective identity in the prospectus. Accordingly, the Company has provided
generic description of the said customers on page 117 of Amended Registration Statement No. 4. to enable prospective investors to better
understand the Company’s business and involvements in its provision of NFT-related services.

In response to the Staff’s comment, please
refer to the enhanced disclosure on pages 114 and 115 of Amended Registration Statement No. 4.

    4

    10.
    Please clarify who owns and operates the NFT marketplace. For comparison, we note the disclosure regarding the development of a NFT minting site that once it “passes the user acceptance test, its ownership and management will be transferred to the customer.”

Response:

In response to the Staff’s comment, please
refer to the enha