SecProbe.io

May 8, 2025
Luis Carlos Ung
Chief Executive Officer
Alphega Innovations Corporation
30 N Gould St., Ste R
Sheridan, WY 82801
Re:Alphega Innovations Corporation
Registration Statement on Form S-1
Filed April 14, 2025
File No. 333-286526
Dear Luis Carlos Ung:
            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 S-1
Prospectus Cover Page, page iii
1.Given your nominal assets, lack of revenues, and limited, if any, operations, it appears
that you are a shell company, as defined by Rule 405 of Regulation C. Please identify
yourself as a shell company on your prospectus cover page and in the description of
your business. Add a risk factor that highlights the consequences of your shell
company status, such as the limitations on the ability of your security holders to resell
securities in reliance on the safe harbor of Rule 144.
Please clarify whether you intend for your common shares to be quoted on OTC
Markets after effectiveness of this registration statement. If so, briefly describe how a
market maker would have to file an application with FINRA for your shares to be
eligible for quotation. Disclose whether you have any arrangements for with a market
maker to file such an application. Clarify that your common stock may not be quoted
on a quotation service or stock exchange or that any market for your stock will 2.

May 8, 2025
Page 2
develop. Revise your risk factor on page 12 about trading in your securities to also
discuss the uncertainties of your common shares being quoted on a quotation service
such as OTC Markets and that your shares may be illiquid without an existing trading
market.
Risk Factors, page 7
3.Please clarify whether you intend to voluntarily register your common stock pursuant
to Section 12(g) of the Securities Exchange Act of 1934 (Exchange Act) by filing a
Form 8-A. If you do not intend to file a Form 8-A, please clarify that your common
stock will be registered under Section 15(d) of the Exchange Act and clarify the
differences from registration under Section 12(g). For example, a Section 15(d)
registrant may have their requirement to file periodic reports be suspended
automatically under certain circumstances, do not have to file proxy or information
statements pursuant to Section 14 of the Exchange Act, and do not have to comply
with the prohibition against short swing profits under Section 16 of the Exchange
Act. As appropriate, please also clarify your reporting obligations under "Where You
Can Find More Information" on page 28.
Use of Proceeds, page 14
4.Please disclose the extent to which you will be able to achieve the describe goals at
each level of net offering proceeds disclosed in the table.
Business Development Plan, page 19
5.Please describe in more detail the specific steps you plan to take, and the funding
needed for each step, to achieve your short-term and long-term goals described in this
section. For example, discuss the extent to which the technologies you have licensed
require more research and development and the number of employees or contractors
you would have to hire to develop immersive platforms and applications. In addition,
explain your references to focusing on managing your growth and scaling your
operations. To provide context, clarify the extent to which you currently have
operations and where they are located.
Management, page 23
6.For each of your executive officers, please specifically identify where and when they
were employed or were officers or directors for any current relationships or for at least
the past five years. Further, clarify the percentage of their time they devote to you and
clarify if there any conflicts of interest with their other business activities in your risk
factors section.
7.It appears that your officers and directors may reside outside of the United States. If
so, please disclose where they reside and provide a risk factor discussing the
enforcement of the civil liability provisions of the U.S. Federal securities laws by
investors against your officers and directors who are residents of a foreign country.

May 8, 2025
Page 3
Certain Relationships and Related Transactions, and Director Independence, page 25
8.Please include in this section the amounts due to your related parties for consulting
services described on page F-8. Further, please describe the consulting services
provided by these related parties.
Exhibits
9.Please file Appendix A to Exhibit 10.1, the Locus Social Inc. License Agreement
dated November 30, 2024. Further, please provide a brief description of these patents
and technologies in your prospectus and indicate how you intend to use them to
advance your stated business goals.
            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 Robert Littlepage at 202-551-3361 if you have questions regarding
comments on the financial statements and related matters. Please contact Edwin Kim at 202-
551-3297 or Kathleen Krebs at 202-551-3350 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:Jeff Turner, Esq.