SecProbe.io

CORRESP
1
filename1.htm

E: Kevin@bevilacquapllc.com

T: 202.869.0888

W: bevilacquapllc.com

November
20, 2024

VIA
EDGAR

U.S. Securities
and Exchange Commission

100 F Street,
NE

Washington,
D.C. 20549

Attn: Nasreen
Mohammed, Suying Li, Rucha Pandit, Mara Ransom

    Re:
    Hong
    Kong Pharma Digital Technology Holdings Ltd

    Registration
    Statement on Form F-1

    Filed
    October 29, 2024

    File
    No. 333-282876

Ladies
and Gentlemen:

We
hereby submit the responses of Hong Kong Pharma Digital Technology Holdings Limited (the “Company”) to the comments
of the staff (the “Staff”) of the U.S. Securities and Exchange Commission set forth in the Staff’s letter, dated
November 8, 2024, providing the Staff’s comments with respect to the Company’s registration statement on Form F-1. Concurrently
with the submission of this letter, the Company is submitting Amendment No. 1 to the Registration Statement on Form F-1 (the “Registration
Statement”) via EDGAR with the Commission.

For
the convenience of the Staff, each of the Staff’s comments is included followed by the corresponding response of the Company. Unless
the context indicates otherwise, references in this letter to “we,” “us” and “our” refer to the Company
on a consolidated basis.

Registration
Statement on Form F-1

Dilution,
page 52

    1.
    You disclose that your
    pro forma net tangible book value as of March 31, 2024 would have been $4,178,515. Please provide us with your calculation of this
    amount.

Response:
In response to the Staff’s comment, we respectfully advise the Staff that the pro forma net tangible book value should be $5,438,590,
which is illustrated as below:

    Net book value as of March 31, 2024
    $ 4,253,659

    Add: Subscription received after March 31,
    2024 for Class B Redeemable Ordinary Shares
      300,000

    Add: Net proceeds from IPO
      2,907,282

    Deferred IPO cost
      (1,260,075 )

    Pro forma net book value as of March 31, 2024
      6,200,866

    Less: “Intangible assets” per balance
    sheet
      (31,825 )

    Less: “Right-of-use
    assets” per balance sheet
      (730,451 )

    Pro forma net tangible assets as of March
    31, 2024
      5,438,590

We
have revised the pro forma net tangible book value and other related numbers in the “Dilution” section and elsewhere.

Principal
and Selling Shareholders, page 96

    2.
    Please revise to disclose
    the nature of any position, office, or other material relationship which any selling shareholder and/or the persons who have control
    over the selling shareholders have had within the past three years with the registrant or any of its predecessors or affiliates.
    Refer to Item 507 of Regulation S-K.

Response:
In response to the Staff’s comment, we respectfully advise the Staff that we have added the disclosure that “Except Mr. Lap
Sun Wong, our founder, Chief Executive Officer and Chairman of the Board, none of the Selling Shareholders, nor any of their affiliates,
officers, directors or principal equity holders, has had any position, office or other material relationship with the Company or any
of its predecessors or affiliates during the past three years” on page 97.

1050 Connecticut
Ave., NW, Suite 500

Washington,
DC 20036

  PG. 2

If you would like to discuss any of the responses
to the Staff’s comments or if you would like to discuss any other matters, please contact Kevin Sun of Bevilacqua PLLC at (202)
869-0888 (ext. 101) or Lap Sun Wong, Chief Executive Officer of Hong Kong Pharma Digital Technology Holdings Limited at +852 2618-9289.

    Sincerely,

    /s/ Kevin Sun

    Kevin Sun, Esq.

    Bevilacqua PLLC

    cc:
    Lap Sun Wong, Hong Kong Pharma Digital Technology Holdings Limited