SecProbe.io

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 22, 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
 Response dated April 2, 2025
 File No. 001-41847
Dear Choi Tan Yee:

 We have completed our review of your filing. 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.

 Sincerely,

 Division of Corporation
Finance
 Office of Technology
cc: Henry Yin
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 Alpha Technology Group Ltd

 Unit No.08 on the 25th Floor of Nanyang Plaza,
No. 57 Hung To Road

 Kwun Tong, Kowloon, Hong Kong

 April 2, 2025

 United States Securities and Exchange Commission

 Division of Corporation Finance

 Office of Technology

 100 F Street, N.E.

 Washington, D.C. 20549

 Attn: Anastasia Kaluzienski

 Robert Littlepage

 Jan Woo

 Re: Alpha Technology Group Ltd (the " Company ")

 Form 20-F for the Year Ended
September 30, 2024

 Filed January 27, 2025

 File No. 001-41847

 Dear Sir or Madam:

 This letter sets forth the Company's
responses to the comments contained in the letter dated March 19, 2025 from the staff (the " Staff ") of the
Securities and Exchange Commission (the " Commission ") regarding the Company's annual report on Form 20-F
for the fiscal year ended September 30, 2024 filed with the Commission on January 27, 2025 (the " Form 20-F "). The
Staff's comments are repeated below and followed by the Company's responses thereto. All references in the responses
refer to the relevant revisions in the draft Amendment No. 1 to the Form 20-F (the " Form 20-F/A ") attached hereto as Exhibit A .

 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.

 Response : In response to the Staff's
comment, the Company has revised its disclosure on pages 45 and 46 of the Form 20-F/A.

 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.

 Response : In response to the Staff's
comment, the Company has revised its disclosure on pages 14 and 47 of the Form 20-F/A.

 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.

 Response :
In response to the Staff's comment, the Company has revised its disclosure in the section headed "Results of Operations"
beginning on page 63 of the Form 20-F/A.

 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.

 Response :
In response to the Staff's comment, the Company has revised its disclosure on page F-5 of the Form 20-F/A.

 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.

 Response :
In response to the Staff's comment, the Company has revised its disclosure throughout the Form 20-F/A.

 2

 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 whollyowned 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.

 Response : In response to the Staff's
comment, the Company has revised its disclosure on page F-8 of the Form 20-F/A. On October 10, 2022, the Company entered into a sale and
purchase agreement with Mr. Leung Tsz Him and his spouse (the " Sellers "), pursuant to which the Sellers agreed to sell
and the Company agreed to purchase 100% of the ownership interests in NSL and TSL for a consideration of HK$10 million. Completion took
place on October 12, 2022. Given that NSL and TSL became wholly-owned subsidiaries of the Company upon completion, the Company began reporting
the results of operations beginning on October 12, 2022 as the Successor results of operations.

 Thank you for your consideration
in reviewing the above responses. If you have any questions or wish to discuss any aspect of the Form 20-F/A, please contact the undersigned
at (852) 9049-8795.

 Sincerely,

 /s/ Choi Tan Yee

 Choi Tan Yee

 Executive Director and Chief Financial Officer

 3

 Exhibit A

 UNITED STATES

 SECURITIES AND EXCHANGE COMMISSION

 WASHINGTON, D.C. 20549

 FORM 20-F

 (Amendment No. 1)

 ☐ REGISTRATION
STATEMENT PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

 OR

 ☒ ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 For the fiscal year ended September 30, 2024

 OR

 ☐ TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 OR

 ☐ SHELL
COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 Date of event requiring this shell company report

 For the transition period from ________ to ________

 Commission file number: 001-41847

 Alpha Technology Group Ltd

 (Exact name of Registrant as specified in its charter)

 N/A

 (Translation of Registrant's name into English)

 British Virgin Islands

 (Jurisdiction of incorporation or organization)

 Unit No.08 on the 25th Floor of Nanyang Plaza,
No. 57 Hung To Road

 Kwun Tong, Kowloon, Hong Kong

 (Address of principal executive offices)

 Mr. Anthony Tsang

 Telephone: + 852 6028 9378

 Email: anthony8668@gmail.com

 At the address of the Company set forth above

 (Name, Telephone, E-mail and/or Facsimile number
and Address of Company Contact Person)

 Securities registered or to be registered pursuant
to Section 12(b) of the Act.

 Title of each class

 Trading Symbol(s)

 Name of each exchange on which registered

 Class A ordinary shares, par value $0.0001 per share

 ATGL

 The Nasdaq Stock Market LLC

 Securities registered or to be registered pursuant
to Section 12(g) of the Act.

 None

 (Title of Class)

 Securities for which there is a reporting obligation
pursuant to Section 15(d) of the Act.

 None

 (Title of Class)

 Indicate the number of outstanding shares of each
of the issuer's classes of capital or common stock as of the close of the period covered by the annual report.

 An aggregate of 15,262,500 Ordinary
Shares, par value $0.0001 per share, as of September 30, 2024.

 Indicate by check mark if the registrant is a
well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

 Yes ☐ No ☒

 If this report is an annual or transition report,
indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934.

 Yes ☐ No ☒

 Note - Checking the box above will not relieve
any registrant required to file reports pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 from their obligations
under those Sections.

 Indicate by check mark whether the registrant
(1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

 Yes ☒
No ☐

 Indicate by check mark whether the registrant
has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405
of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

 Yes ☒
No ☐

 Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or an emerging growth company. See definition of "large
accelerated filer," "accelerated filer," and "emerging growth company" in Rule 12b-2 of the Exchange
Act.

 Large accelerated filer
 ☐

 Accelerated filer
 ☐

 Non-accelerated filer
 ☒

 Emerging growth company
 ☒

 If an emerging growth company that prepares its
financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition
period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐

 * The term "new or revised financial accounting standard"
refers to any update issued by the Financial Accounting Standards Board to its Accounting Standards Codification after April 5, 2012.

 Indicate by check mark whether the registrant
has filed a report on and attestation to its management's assessment of the effectiveness of its internal control over financial
reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared
or issued its audit report. ☐

 If securities are registered pursuant to Section
12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction
of an error to previously issued financial statements. ☐

 Indicate by check mark whether any of those error
corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant's
executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

 Indicate by check mark which basis of accounting
the registrant has used to prepare the financial statements included in this filing:

 U.S. GAAP ☒
 International Financial Reporting Standards as issued by the
International Accounting Standards Board ☐
 Other ☐

 * If "Other" has been checked in response to the previous
question, indicate by check mark which financial statement item the registrant has elected to follow. Item 17 ☐
Item 18 ☐

 If this is an annual report, indicate by check
mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

 EXPLANATORY NOTE

 This Amendment No. 1 on Form 20-F/A (the " Amendment
No. 1 ") amends the annual report on Form 20-F of Alpha Technology Group Ltd (the " Company " or " we ")
for the year ended September 30, 2024 (the " 2024 Form 20-F "), filed on January 27, 2025, with the Securities and Exchange
Commission (the " SEC ").

 This Amendment No. 1 restates certain disclosures
of the 2024 Form 20-F in response to a comment letter to the Company from the staff of the SEC dated March 19, 2025 and is being filed
solely to make the following modifications or updates:

 · Item 3. Key Information

 We have included a separate section titled
"Enforceability of Civil Liabilities" to address the difficulty of bringing actions against the Company's officers and
directors who are located outside of the United States and enforcing judgments against them, and provided additional disclosure regarding
the risk related to our AI services.

 · Item 4. Information
 on the Company - B. Business Overview

 We have provided additional disclosure for the full scope and business
plan of our AI services.

 · Historical results
 of the Predecessor and the Successor and tabular presentations

 We have revised our discussion of operating
results throughout this annual report to separately present and discuss the historical results of the Predecessor and the Successor.
In addition, we have revised the tabular presentations to present data consistently from left to right in the same chronological order
throughout this annual report.

 · Notes to Consolidated
 Financial Statements – 1. Organization and Principal Activities

 We have revised the description regarding our acquisition of the
Predecessor.

 Except as set forth herein, the Company has
not modified, or updated any other disclosures and has made no change to the 2024 Form 20-F. Other than as expressly set forth above,
this Amendment No. 1 does not, and does not purport to, amend, update or restate the information in any part of the 2024 Form 20-F or
reflect any events that have occurred after the 2024 Form 20-F was filed on January 27, 2025. The filing of this Amendment No. 1, and
the inclusion of newly executed certifications, should not be understood to mean that any other statements contained in the original
filing are true and complete as of any date subsequent to January 27, 2025. Accordingly, this Amendment No. 1 should be read in conjunction
with the 2024 Form 20-F and the documents filed with or furnished to the SEC by the Company subsequent to January 27, 2025, including
any amendments to such documents.

 TABLE OF CONTENTS

 INTRODUCTION
 ii

 PART I
 1

 ITEM 1.
 IDENTITY OF DIRECTORS, SENIOR MANAGEMENT AND ADVISERS
 1

 ITEM 2.
 OFFER STATISTICS AND EXPECTED TIMETABLE
 1

 ITEM 3.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 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
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

VIA EDGAR

October 30, 2023

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & services

100 F Street, NE

Washington, D.C., 20549

Attn: Marion Graham

    Re:

    Alpha Technology Group Limited Registration

    Statement on Form F-1, as amended

    File No. 333-273289

Ladies and Gentlemen:

Pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Prime Number Capital LLC, as the
representative of the underwriters (the “Representative”), hereby join in the request of Alpha Technology Group Limited (the
“Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form F-1 (File
No. 333-273289) (as amended, the “Registration Statement”), so that the Registration Statement may be declared effective at
5:00 p.m., Eastern Time, on October 30, 2023, or as soon thereafter as practicable. The undersigned, as the Representative, confirms that
it is aware of its obligations under the Securities Act.

The undersigned
confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Very truly yours,

    Prime Number Capital LLC

    By:
    /s/ Xiaoyan Jiang

    Name:

    Title:

    Xiaoyan Jiang

    Chief Executive Officer

CORRESP
1
filename1.htm

Alpha Technology Group Limited

October 30, 2023

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Marion Graham

    Re:
    Alpha Technology Group Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on July 17, 2023

    File No. 333-273289

Ms. Graham:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Alpha Technology Group Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 5:00 p.m., Eastern Time, on October 30, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Alpha Technology Group Limited

    By:
    /s/ Leung Tsz Him

    Name:
     Leung Tsz Him

    Title:
    Chief Executive Officer (Principal Executive Officer)

CORRESP
1
filename1.htm

Via EDGAR

October 24, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Services

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Marion Graham

    Re:

    Alpha Technology Group Limited

    Registration Statement on Form F-1, as amended

    File No. 333-273289 (the “Registration Statement”)

    Withdrawal Request for Acceleration

Ladies and Gentlemen:

We, as representatives of the
underwriters (the “Representative”) hereby join in the request of Alpha Technology Group Limited (the “Registrant”),
for the withdrawal of the request for acceleration, dated October 23, 2023, of the effective date of the Registration Statement on Form
F-1, as amended (File No. 333-273289) that was requested to become effective at 4:30 p.m. Eastern Time, on October 24, 2023, or as soon
thereafter as practicable.

We hereby respectfully withdraw
this acceleration request at this time. The undersigned, as the Representative, confirms that it is aware of its obligations under the
Securities Act.

    Very truly yours,

    PRIME NUMBER CAPITAL LLC

    By:
    /s/ Xiaoyan Jiang

    Xiaoyan Jiang

    Chief Executive Officer

CORRESP
1
filename1.htm

Alpha Technology Group Limited

Unit B, 12/F, 52 Hung To Road

Kwun Tong, Kowloon, Hong Kong

October 24, 2023

VIA EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549

    Attention:
    Marion Graham

    Re:
    Alpha Technology Group Limited (the “Company”) (CIK No. 0001967621)

    Registration Statement on Form F-1, as amended

    File No. 333-273289

Ms. Graham:

The Company hereby respectfully
withdraws its request submitted on October 23, 2023, for acceleration of the effectiveness of the above referenced Registration Statement
pursuant to Rule 461 under the Securities Act of 1933, as amended, on October 24, 2023 at 4:30 p.m., Eastern Time.

    Very truly yours,

    Alpha Technology Group Limited

    By:
    /s/ Leung Tsz Him

    Name:
     Leung Tsz Him

    Title:
    Chief Executive Officer (Principal Executive Officer)

CORRESP
1
filename1.htm

VIA EDGAR

October 23, 2023

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Trade & services

100
F Street, NE

Washington,
D.C., 20549

Attn:
Marion Graham

Re:  Alpha Technology Group Limited Registration

    Statement
on Form F-1, as amended

    File No.
333-273289

Ladies and Gentlemen:

Pursuant to
Rule 461 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), Prime Number Capital LLC, as the
representative of the underwriters (the “Representative”), hereby join in the request of Alpha Technology Group Limited (the
“Registrant”), for the acceleration of the effective date of the Registrant’s Registration Statement on Form F-1 (File
No. 333-273289) (as amended, the “Registration Statement”), so that the Registration Statement may be declared effective at
4:30 p.m., Eastern Time, on October 24, 2023, or as soon thereafter as practicable. The undersigned, as the Representative, confirms that
it is aware of its obligations under the Securities Act.

The undersigned
confirms that it has complied with and will continue to comply with, and it has been informed or will be informed by participating dealers
that they have complied with or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection
with the above-referenced issue.

    Very truly yours,

    Prime Number Capital LLC

    By:

    /s/ Xiaoyan Jiang

    Name:

        Title:

    Xiaoyan Jiang

Chief Executive Officer

CORRESP
1
filename1.htm

Alpha Technology Group Limited

October 23, 2023

Via EDGAR

Division of Corporation Finance

Office of Trade & Services

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C., 20549

    Attention:
    Marion Graham

    Re:
    Alpha Technology Group Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on July 17, 2023

    File No. 333-273289

Ms. Graham:

In accordance with Rule 461
of the General Rules and Regulations under the Securities Act of 1933, as amended, Alpha Technology Group Limited hereby requests
that the effectiveness of the above-referenced Registration Statement on Form F-1, as amended, be accelerated to and that the Registration
Statement become effective at 4:30 p.m., Eastern Time, on October 24, 2023, or as soon thereafter as practicable.

    Very truly yours,

    Alpha Technology Group Limited

    By:
    /s/ Leung Tsz Him

    Name:
     Leung Tsz Him

    Title:
    Chief Executive Officer (Principal Executive Officer)

CORRESP
1
filename1.htm

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

United States securities and exchange commission logo
August 2, 2023
Tsz Him Leung
Chief Executive Officer
Alpha Technology Group Ltd.
Unit B, 12/F, 52 Hung To Road
Kwun Tong, Kowloon, Hong Kong
Re:Alpha Technology Group Ltd.
Amendment No. 3 to Registration Statement on Form F-1
Filed July 17, 2023
File No. 333-273289
Dear Tsz Him Leung:
            We have reviewed your amended registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our June 28, 2023 letter.
Registration Statement on Form F-1 filed July 17, 2023
Dilution, page 76
1.Please revise to include dilution as of March 31, 2023.
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.

 FirstName LastNameTsz Him Leung
 Comapany NameAlpha Technology Group Ltd.
 August 2, 2023 Page 2
 FirstName LastName
Tsz Him Leung
Alpha Technology Group Ltd.
August 2, 2023
Page 2
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations
Six months ended March 31, 2023 compared to six months ended March 31, 2022, page 89
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.
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.
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.
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.
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.
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

 FirstName LastNameTsz Him Leung
 Comapany NameAlpha Technology Group Ltd.
 August 2, 2023 Page 3
 FirstName LastName
Tsz Him Leung
Alpha Technology Group Ltd.
August 2, 2023
Page 3
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.
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 pre-
determined 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.
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.”
Combined Financial Statements, page F-3
11.Please indicate that the combined financial statements are predecessor financial
statements.
Note 11. Subsequent Events, page F-21
12.Regarding the sale and purchase agreement, please disclose the nature and purpose of the
March 23, 2023 addendum and advise us.  Similarly revise the disclosure on page F-45.
Alpha Technology Group Limited Combined Financial Statements, page F-23
13.Since Alpha acquired 100% of the equity interests in NSL and TSL on October 12, 2022,
it is unclear why you have labeled the interim financial statements as combined and not
consolidated.  Please revise or advise us.
14.Explain to us your basis for combining the pre-acquisition results of operations and cash
flows of the predecessor with the post-acquisition results of operations and cash flows of
the registrant. We note there was a change in control and the post-acquisition financial
statements reflect a different cost basis.
Combined Statements of Operation and Comprehensive Loss, page F-25
15.Indicate in the heading above the March 31, 2022 column that it is the results of
operations of a predecessor. In light of the change in control, insert of bold vertical line to
separate the results of operations of the predecessor and the registrant. Please make
similar revisions in your balance sheets, statements of changes in shareholders' deficit, and
statements of cash flows.

 FirstName LastNameTsz Him Leung
 Comapany NameAlpha Technology Group Ltd.
 August 2, 2023 Page 4
 FirstName LastName
Tsz Him Leung
Alpha Technology Group Ltd.
August 2, 2023
Page 4
Note 2. Summary of Significant Accounting Policies, page F-28
16.We note that for many of your accounting policies you only refer to the "Predecessor."
Please expand the accounting policies to address all policies of the registrant and its
consolidated subsidiaries, NSL and Techlution.  Please also revise Notes 5, 6, 7, 8, 9 and
11 accordingly.
Note 7. Income Tax, page F-42
17.Please complete the effective tax rate chart on page F-42 to include the effect of non-
deductible expense, change in valuation allowance and effective income tax rate.
Note 12. Subsequent Events, page F-45
18.We note that you state that you have not accounted for any bonus or shortfall payment
since the Guaranteed Profit cannot be determined at this time.  We also note that you have
recorded a net loss in the period following the acquisition.  Please expand the disclosure to
quantify the current status of the Guaranteed Profit, such as the amount of future profits
required in order to trigger payments to the Seller or the amount of payment due from the
Seller in 2027 if no future profits are earned.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Marion Graham, Staff
Attorney, at (202) 551-6521 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

CORRESP
1
filename1.htm

Alpha Technology Group Ltd.

July 17, 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. 2 to Draft Registration Statement on Form F-1

    Submitted June 9, 2023

    CIK No. 0001967621

Ladies and Gentlemen:

This letter is in response to the letter dated
June 28, 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. 2 to Draft Registration Statement on Form F-1

NFT-related services, page 105

 1. Please
revise to provide a more detailed description of the conversion process for in-game assets to crypto assets, including to cryptocurrencies
or NFTs. Explain how rewards in the game are earned through either monetary and non-monetary efforts of players, how ingame assets are
incorporated into smart contracts, which crypto assets users can exchange their in-game assets into, and how the exchange or conversion
rate to crypto assets is determined. In addition, explain with greater specificity how the convertible in-game assets will be incorporated
into your product and service offerings and your role in the creation, distribution, and transferability of the in-game rewards to crypto
assets.

Response: In response to the Staff’s
comment, please refer to the enhanced disclosure on page 113 and 114 of Amended Registration Statement No. 3.

NFT Marketplace, page 106

 2. We
note that you appear to be involved with a marketplace where players and users can place their in-game NFTs to sell or to trade for other
crypto assets. Please clarify what other crypto assets may be traded on the marketplace. In addition, provide us with your legal analysis
that the NFTs or other crypto assets monetized on your marketplace are not securities within the meaning of the U.S. federal securities
laws and, therefore, you are not facilitating, or causing you to engage in, transactions in unregistered securities. Finally, discuss
how the marketplace operates and your role in it, including whether the company provides ongoing maintenance or creation services to
the NFT marketplace.

Response: We respectfully advise the Staff
that we have revised our disclosure on page 112 and 113 of Amended Registration Statement No. 3.

We respectfully advise the Staff that we have
no ownership or control over the marketplace, nor do we operate the marketplace on behalf of our customer. The marketplace we provided
development services for is solely operated by a third-party customer (the “Customer”).

In addition, we believe we are neither facilitating
nor engaging in any unregistered securities transactions by providing such development services to the Customer. As a service provider,
Techlution’s role besides developing the platform is limited to providing technical support and basic maintenance services for the
marketplace, such as monitoring and troubleshooting the platform’s functionality, and addressing any technical issues that may arise.
Techlution does not participate in the buying, selling, or creating of NFTs on the platform.

In making this determination, the Company has
considered the nature and structure of the digital assets that will be made available on the Customer’s platform, as well as a number
of other factors, including the provisions of U.S. federal securities laws, judicial precedents (such as the U.S. Supreme Court’s
decisions in the SEC v. W.J. Howey Co., 328 U.S. 293 (1946), as well as the Federal District Court’s decision in the Gary
Plastic Packaging Corp. v. Merrill Lynch, Pierce Fenner & Smith, 756 F.2d 230 (2d Cir. 1985) case), the SEC’s Framework
for Investment Contract Analysis of Digital Assets published by the Commission’s Strategic Hub for Innovation and Financial Technology,
and reports, orders, press releases, public statements and speeches by the SEC and its staff providing guidance on when a digital asset
may be a security for purposes of the federal securities laws.

According to the Supreme Court in SEC v. W.J.
Howey Co. (“Howey”), NFTs may constitute securities under Section 2(a)(1) of the Securities Act of 1933 if
they are determined to be “investment contracts.” See also Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner &
Smith, Inc. According to the Supreme Court in Howey, an “investment contract” exists where all of the following
factors are satisfied: (1) the investment of money; (2) in a common enterprise; (3) with a reasonable expectation of profits
to be derived from the efforts of others. As more fully discussed below, we believe that the NFTs offered and sold through our customer’s
NFT marketplace are highly unlikely to satisfy all the factors of the Howey test and do not have the characteristics that meets
the definition of “security” under Section 2(a)(1) of the Securities Act of 1933:

 (1) The investment of money.

Based on our understanding, the marketplace users
are able to purchase NFTs with credit card or cryptocurrencies. Therefore, the first factor of the Howey test is satisfied.

 (2) In a common enterprise.

Each NFT on the Customer’s marketplace represents
a right for a single individual to own rights to a unique instance of a digital asset. Because there is a single owner of a unique instance
of an item, there is neither commonality of interest between various NFT owners nor the NFT owners and the issuer. Additionally, the value
of each NFT is highly likely to be unique and independent, which is not tied to the performance of the marketplace or the efforts of any
promoter. Therefore, purchasers of the NFTs on that marketplace are not in a “common enterprise.”

 (3) With a reasonable expectation of profits to be derived from the
efforts of others.

This third prong of the Howey test is not
satisfied because as of the date of this response letter and based on our current understanding of the Customer’s platform, (i)
we are not aware of any promise or implication of any future profits made by that marketplace to its buyers; (ii) neither the marketplace
nor the Customer, have established, promoted or supported any secondary market for the NFTs sold on the marketplace, and (iii) the marketplace
users are not entitled to share in any corporate income or profits of the marketplace or its owner through purchasing NFTs on that marketplace.
Therefore, we believe the value of NFTs monetized on the Customer’s platform is basically based on market demand and the subjective
value that individual buyers place on them. Since the financial value of the NFTs that are on the NFT marketplace is determined by the
market supply and demand for the underlying content represented by the NFTs similar to other commodities, no “profits from the efforts
of others” can be reasonably expected by the users.

    2

Therefore, the NFTs and other crypto assets offered
and sold through the NFT marketplace of the Customer do not satisfy all the factors of the Howey test, and are not securities under
Section 2(a)(1) of the Securities Act of 1933.

We believe that Techlution’s development
and maintenance services to the Customer do not result in the Company’s facilitating, or engaging in, transactions in unregistered
securities.

NFT Games, page 107

 3. Please
provide a more complete discussion of the performance obligations that you have with respect to the NFT games, including your maintenance
and service responsibilities. Also provide a detailed discussion regarding how your ongoing maintenance services operate. For example,
tell us whether you continually monitor the game for maintenance issues, or if the customer requests your services through a need-based
agreement. Finally, disclose the terms under which you will be compensated for any NFT-related maintenance services.

Response: We respectfully advise the Staff
that we have revised our disclosure on pages 112 and 116 of Amended Registration Statement No. 3.

We appreciate the assistance the Staff has provided
with its comments. If you have any questions, please do not hesitate to contact our counsel, Ying Li, Esq., of Hunter Taubman Fischer&
Li LLC, at yli@htflawyers.com.

Very truly yours,

    /s/ Tsz Him Leung

    Name:
    Tsz Him Leung

    Title:
    Chief Executive Officer

    cc:
    Ying Li, Esq.

    Hunter Taubman Fischer & Li LLC

3

United States securities and exchange commission logo
June 28, 2023
Tsz Him Leung
Chief Executive Officer
Alpha Technology Group Ltd.
Unit B, 12/F, 52 Hung To Road
Kwun Tong, Kowloon, Hong Kong
Re:Alpha Technology Group Ltd.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted June 9, 2023
CIK No. 0001967621
Dear Tsz Him Leung:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 2 to Draft Registration Statement on Form F-1
NFT-related services, page 105
1.Please revise to provide a more detailed description of the conversion process for in-game
assets to crypto assets, including to cryptocurrencies or NFTs. Explain how rewards in the
game are earned through either monetary and non-monetary efforts of players, how in-
game assets are incorporated into smart contracts, which crypto assets users can exchange
their in-game assets into, and how the exchange or conversion rate to crypto assets is
determined.  In addition, explain with greater specificity how the convertible in-game
assets will be incorporated into your product and service offerings and your role in the
creation, distribution, and transferability of the in-game rewards to crypto assets.

 FirstName LastNameTsz Him Leung
 Comapany NameAlpha Technology Group Ltd.
 June 28, 2023 Page 2
 FirstName LastName
Tsz Him Leung
Alpha Technology Group Ltd.
June 28, 2023
Page 2
NFT Marketplace, page 106
2.We note that you appear to be involved with a marketplace where players and users can
place their in-game NFTs to sell or to trade for other crypto assets. Please clarify what
other crypto assets may be traded on the marketplace. In addition, provide us with your
legal analysis that the NFTs or other crypto assets monetized on your marketplace are not
securities within the meaning of the U.S. federal securities laws and, therefore, you are not
facilitating, or causing you to engage in, transactions in unregistered securities. Finally,
discuss how the marketplace operates and your role in it, including whether the company
provides ongoing maintenance or creation services to the NFT marketplace.
NFT Games, page 107
3.Please provide a more complete discussion of the performance obligations that you have
with respect to the NFT games, including your maintenance and service responsibilities.
Also provide a detailed discussion regarding how your ongoing maintenance services
operate. For example, tell us whether you continually monitor the game for maintenance
issues, or if the customer requests your services through a need-based agreement. Finally,
disclose the terms under which you will be compensated for any NFT-related maintenance
services.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Marion Graham, Staff
Attorney, at (202) 551-6521 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

United States securities and exchange commission logo
June 2, 2023
Tsz Him Leung
Chief Executive Officer
Alpha Technology Group Ltd.
Unit B, 12/F, 52 Hung To Road
Kwun Tong, Kowloon, Hong Kong
Re:Alpha Technology Group Ltd.
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted May 11, 2023
CIK No. 0001967621
Dear Tsz Him Leung:
            We have reviewed your amended draft registration statement and have the following
comments.  In some of our comments, we may ask you to provide us with information so we
may better understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Amendment No. 1 to Draft Registration Statement on Form F-1
Business, page 106
1.Your disclosure indicates that “Techlution does not take ownership or control of any
NFTs created in the NFT games, and its access to NFTs is restricted once the games are
delivered to customers and secured on the blockchain.” Please clarify what role the
Company has in the operations of games as it relates to games that enable users to
generate revenue by converting in-game assets into NFTs.  In addition, provide a more
complete description of the reward sharing mechanism and the process by which crypto
assets are rewarded to players, as well as any continued involvement by the company
following customer acceptance.
2.We note your disclosure that you do not "own or hold custody of any of the NFTs that it

 FirstName LastNameTsz Him Leung
 Comapany NameAlpha Technology Group Ltd.
 June 2, 2023 Page 2
 FirstName LastName
Tsz Him Leung
Alpha Technology Group Ltd.
June 2, 2023
Page 2
creates for customers" but that "[d]uring the NFT creation process, customers grant
Techlution access to their private key."  Please revise to discuss whether holding the
private keys for your customers wallets grant you full access to the crypto assets, whether
those assets are held in your custody during the NFT creation and smart-contract
implementation, and whether you have any policies or procedures in place to limit the risk
of theft from your customers' wallets while you hold the private key.  In addition, clarify
whether you continue to hold the private keys after delivery to your customers.
3.We note that your "access to NFTs is restricted once the games are delivered to customers
and secured on the blockchain." Please revise to provide a more complete discussion of
the types of restrictions that are in place following delivery to the customers.  In
addition, clarify whether the Company currently receives, or in the future
intends to receive, any royalties or will derive revenue from the future sales of the NFTs
you create for customers or that are received as in game rewards.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage. Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Marion Graham, Staff
Attorney, at (202) 551-6521 or Matthew Derby, Legal Branch Chief, at (202) 551-3334 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li

United States securities and exchange commission logo
April 21, 2023
Tsz Him Leung
Chief executive officer
Alpha Technology Group Ltd.
Unit B, 12/F, 52 Hung To Road
Kwun Tong, Kowloon, Hong Kong
Re:Alpha Technology Group Ltd.
Draft Registration Statement on Form F-1
Submitted March 24, 2023
CIK No. 0001967621
Dear Tsz Him Leung:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1 submitted March 24, 2023
Conventions That Apply to This Prospectus, page ii
1.Clearly disclose how you will refer to the holding company and subsidiaries when
providing the disclosure throughout the document so that it is clear to investors which
entity the disclosure is referencing and which subsidiaries are conducting the business
operations. For example, we note on page ii that you define “we”, “us”, “our Company”,
“Group” and “our” to include Alpha Technology Group Limited, the British Virgin
Islands holding company, its subsidiaries. Refrain from using terms such as “we” or “our”
when describing activities or functions of the subsidiaries.
2.Please revise your definition of "PRC" and "Mainland China" to remove the exclusion of
Hong Kong and Macau from this definition.

 FirstName LastNameTsz Him Leung
 Comapany NameAlpha Technology Group Ltd.
 April 21, 2023 Page 2
 FirstName LastNameTsz Him Leung
Alpha Technology Group Ltd.
April 21, 2023
Page 2
Prospectus Summary
Business Update, page 5
3.Refer to disclosure on page 5 which states that on January 26, 2023, shareholders entered
into a subscription agreement to subscribe for 10,000 shares for 10 million HK$.  Refer
also to disclosure on page 23 which states that the shareholders conducted a capital
injection.  Please clarify the disclosure on pages 5, 23 and 81 to include the date of the
capital transaction or state that the subscription receivable remains outstanding as of the
date of the filing, as applicable.  Please expand the disclosure in Note 11 to the financial
statements on page F-21 accordingly.
Recent Regulatory Development in the PRC, page 10
4.We note that the CSRC recently published Trial Measures that impose certain filing
requirements for direct and indirect overseas listings and offerings.  Please disclose how,
if at all, the Trial Measures apply to this transaction, whether you and relevant parties to
this transaction have complied with your obligations under the Trial Measures including
any filing requirements, and the risks to investors of non-compliance.  Please include this
information on the cover page of the prospectus.
Risk Factors
If our customers are unable to execute user acceptance test..., page 22
5.You state that if your customers are unable to execute user acceptance tests, your
business, financial condition and results of operations could be adversely affected.  To the
extent material, disclose the percentage of user acceptance tests that are not successful and
the average number of user acceptance tests per project for each period presented.
Our business relies on the cloud infrastructure operated by a third-party international cloud
operator..., page 28
6.We note your disclosure here and throughout that the company relies on an international
third-party cloud service provider to host the company's solutions and services. Please
revise to disclose the name of the third-party cloud service provider and discuss the
material terms of any agreements with the third-party.
Industry and Market Data, page 63
7.You state that you have not independently verified any third-party information, you
cannot make any representation as to the accuracy of completeness of such information,
and that investors are cautioned not to place undue reliance on such market and industry
data.  Please note that you are responsible for the disclosure contained in your registration
statement and you may not use language that could be interpreted as a disclaimer of
information contained in your filing.  Please revise your disclosures on pages 7, 34 and
63.

 FirstName LastNameTsz Him Leung
 Comapany NameAlpha Technology Group Ltd.
 April 21, 2023 Page 3
 FirstName LastNameTsz Him Leung
Alpha Technology Group Ltd.
April 21, 2023
Page 3
Use of Proceeds, page 72
8.Refer to disclosure on pages 18, 21 and 72 regarding merger and acquisition plans and
expansion plans.  Please expand the disclosure to describe whether or not you have any
agreements for acquisitions as of the filing date.  Please also expand the Business Update
on page 5 accordingly.
Corporate History and Structure, page 79
9.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.
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 84
10.The disclosure provides that the company is the only AI-OCR service provider in Hong
Kong with the focus on business-to-business sector. Please discuss the underlying
business reasons for the 86% decline in revenue for AI-OCR services from 2021 to 2022.
Selling, general and administrative expenses, page 86
11.We note that bad debt expense in fiscal 2022 increased significantly from the prior
period.  Please expand the discussion on pages 86 and 88 to explain the reason for the
amount and timing of the expense.  Please expand the disclosure in Note 4 to the financial
statements on page F-16 accordingly.
Major Customers, page 94
12.You disclose that you had three customers that accounted for 33.17%, 30.72%, 25.02% of
the company’s total revenue, respectively, in 2022.  Please disclose the material terms of
any agreements with these customers, including the identity, term and termination
provisions of any agreements.
Business, page 95
13.Please revise to provide a description of how each of your NFT-related services operates
and the activities that occur on your NFT marketplace and NFT games.  Discuss the
parties involved and your role in the activities.  Discuss how you generated revenue from
the services detailing the types of fees collected and the transactions and activities that
generate fees.
14.Identify the blockchain on which the NFTs will be created, how NFTs are held on the
platform and the key facts related to their custody including who holds any private keys,
and whether they are transferable.  Detail all key facts related to custody and wallet
services provided by you or third parties.  Disclose any risks relating to the operation of
such a platform and any regulatory requirements with which you are required to comply.

 FirstName LastNameTsz Him Leung
 Comapany NameAlpha Technology Group Ltd.
 April 21, 2023 Page 4
 FirstName LastNameTsz Him Leung
Alpha Technology Group Ltd.
April 21, 2023
Page 4
15.Please supplementally provide us with your legal analysis as to whether the NFTs offered
and sold through your marketplace are securities under Section 2(a)(1) of the Securities
Act of 1933. In responding to this comment, please address your operation of the
marketplace. See Gary Plastic Packaging Corp. v. Merrill Lynch, Pierce, Fenner & Smith,
Inc., 756 F.2d 230 (2d Cir. 1985).
16.In regards to the NFT marketplace, please describe the policies and procedures that the
company follows to avoid impermissibly engaging in or facilitating transactions in
unregistered securities. In addition, please address the specific risks inherent in the
operation of the marketplace, including those associated with the company’s policies and
procedures for determining that the NFTs the company currently offers or many offer in
the future through the marketplace are not securities. Please describe the limitations of any
such policies and procedures and state that they involve risk-based judgments by the
company and are not a legal standard or determination binding on any regulatory body or
court. Please also describe the specific potential consequences if any of the NFTs the
company currently offers or may offer in the future through the marketplace are
determined to be securities under U.S. law.
Management, page 114
17.Please disclose the compensation of the executive officers.  See Item 6.B of Form 20-F.
Related Party Transactions, page 122
18.Please file the related party agreements with Simplus IO Limited and ProAlgories Limited
as exhibits to your registration statement. Refer to Item 7.B of Form 20-F.
Financial Statements, page F-1
19.Provide audited financial statements of the registrant, Alpha Technology Group Limited,
pursuant to Item 8 of Form 20-F.
Note 2. Summary of Significant Accounting Policies
Principles of combination, page F-7
20.We note NSL and TSL were under common control. Please identify the person controlling
both companies for all periods presented and disclose the basis for this control.
Revenue Recognition, page F-11
21.We note that you enter into arrangements to provide service on a fixed-price basis.  Please
expand the discussion to describe the accounting for loss contracts or state that you have
not entered into any loss contracts to date.  Please revise the critical accounting policy on
page 91 accordingly.
22.We note on pages 102 and 104 that you typically provide a 12-month warranty period
during which you provide system maintenance to your customers free of charge.  We also

 FirstName LastNameTsz Him Leung
 Comapany NameAlpha Technology Group Ltd.
 April 21, 2023 Page 5
 FirstName LastName
Tsz Him Leung
Alpha Technology Group Ltd.
April 21, 2023
Page 5
note on page F-11 that you recognize revenue at a point in time as a single performance
obligation upon testing and acceptance by customers.  Please expand the accounting
policy to address the accounting for the 12-month warranty period, if material, and expand
critical accounting policies on page 91 accordingly.
Note 11. Subsequent Events, page F-21
23.Refer to the description of the Sales and Purchase Agreement with Mr. Leung and his
spouse as Sellers for the purchase of the Operating Subsidiaries.  We note that there are
continuing obligations and relationships through 2027 regarding guaranteed profit.  Please
expand the disclosure to address the terms of the Sales and Purchase Agreement and
related accounting treatment to be provided to any bonus or shortfall payment.
General
24.Please supplementally provide us with copies of all written communications, as defined in
Rule 405 under the Securities Act, that you, or anyone authorized to do so on your behalf,
present to potential investors in reliance on Section 5(d) of the Securities Act, whether or
not they retain copies of the communications.
            You may contact Claire DeLabar, Senior Staff Accountant, at (202) 551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions regarding
comments on the financial statements and related matters.  Please contact Marion Graham, Staff
Attorney, at (202) 551-6521 or Jan Woo, Legal Branch Chief, at (202) 551-3453 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Technology
cc:       Ying Li