SecProbe.io

CORRESP
 1
 filename1.htm

 May 29, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade and Services

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Rebekah Reed

 Re: Galaxy Payroll Group
 Limited

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

 Filed May 27, 2026

 File No. 333-294823

 Ladies and Gentlemen:

 In accordance with Rules
460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Galaxy Payroll Group Limited (the " Company ")
hereby requests that the above-captioned registration statement (the " Registration Statement ") be declared effective
at 4:30 p.m., Eastern Time on Tuesday, June 2, 2026, or as soon thereafter as may be practicable.

 The Company acknowledges
that a declaration by the Securities and Exchange Commission (the " Commission ") or the staff, acting pursuant to delegated
authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration
Statement. The Company further acknowledges that such a declaration of effectiveness does not relieve it from its full responsibility
for the adequacy and accuracy of the disclosure in the Registration Statement. The Company understands that it may not assert staff comments
to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 If you have any questions,
please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com or Elizabeth F. Chen of Pryor Cashman LLP, outside counsel
to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

 Very truly
 yours,

 Galaxy Payroll
 Group Limited

 By:
 /s/ W ai Hong
 Lao

 Name:
 Wai Hong Lao

 Title:
 Chief Executive Officer

 cc:
 Elizabeth Fei Chen, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 6, 2026

Wai Hong Lao
Chief Executive Officer
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong

 Re: Galaxy Payroll Group Ltd
 Registration Statement on Form F-3
 Filed April 1, 2026
 File No. 333-294823
Dear Wai Hong Lao:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Rebekah Reed at 202-551-5332 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Elizabeth Chen
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 March 17, 2026

 VIA EDGAR

 U.S. Securities and Exchange Commission

 Division of Corporation Finance

 Office of Trade and Services

 100 F Street, NE

 Washington, D.C. 20549

 Attention: Alyssa Wall

 Re: Galaxy Payroll Group Limited

 Registration Statement on Form F-3

 Filed March 11, 2026

 File No. 333-294219

 Ladies and Gentlemen:

 In accordance with Rules
460 and 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Galaxy Payroll Group Limited (the " Company ")
hereby requests that the above-captioned registration statement (the " Registration Statement ") be declared effective
at 4:30 p.m., Eastern Time on Thursday, March 19, 2026, or as soon thereafter as may be practicable.

 The Company acknowledges
that a declaration by the Securities and Exchange Commission (the " Commission ") or the staff, acting pursuant to delegated
authority, that the Registration Statement is effective does not foreclose the Commission from taking any action with respect to the Registration
Statement. The Company further acknowledges that such a declaration of effectiveness does not relieve it from its full responsibility
for the adequacy and accuracy of the disclosure in the Registration Statement. The Company understands that it may not assert staff comments
to the Registration Statement or the declaration of effectiveness by the Commission as a defense in any proceeding initiated by the Commission
or any person under the federal securities laws of the United States.

 If you have any questions,
please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com or Elizabeth F. Chen of Pryor Cashman LLP, outside counsel
to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

 Very truly yours,

 Galaxy Payroll Group Limited

 By:
 /s/ Wai Hong Lao

 Name:
 Wai Hong Lao

 Title:
 Chief Executive Officer

 cc:
 Elizabeth Fei Chen, Esq.

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 March 16, 2026

Wai Hong Lao
Chief Executive Officer
Galaxy Payroll Group Limited
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong

 Re: Galaxy Payroll Group Limited
 Registration Statement on Form F-3
 Filed March 11, 2026
 File No. 333-294219
Dear Wai Hong Lao:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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 Alyssa Wall at 202-551-8106 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Elizabeth Chen
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

Galaxy
Payroll Group Limited

September
9, 2024

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:
    Brian
    Fetterolf

    Donald
    Field

    Stephen
    Kim

    Adam
    Phippen

    Re:
    Galaxy
    Payroll Group Limited

    Registration
    Statement on Form F-1, as amended

    Initially
    Filed on December 28, 2022

    File
    No. 333-269043

Ladies
and Gentlemen:

In
accordance with Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Galaxy Payroll Group
Limited (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1,
as amended, be accelerated and that the Registration Statement become effective at 4:30 p.m., Eastern Time, on Tuesday, September 10,
2024, or as soon thereafter as practicable.

The
Company acknowledges that: (1) should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant
to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the
filing; (2) the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does
not relieve the Company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and (3) the Company
may not assert staff comments and the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

If
you have any questions, please do not hesitate to contact Elizabeth Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at
echen@pryorcashman.com (Tel: 212-326-0199).

    Very
    truly yours,

    Galaxy
    Payroll Group Limited

    By:
    /s/
    Wai Hong Lao

    Name:
    Wai
    Hong Lao

    Title:
    Chief
    Executive Officer

Cc:
Elizabeth Fei Chen, Esq.

CORRESP
1
filename1.htm

Galaxy Payroll Group Limited

September 9, 2024

Via EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Trade & Service

100 F Street, N.E.

Washington, DC 20549

 Attn: Brian Fetterolf

Donald Field

Stephen Kim

Adam Phippen

    Re:
    Galaxy Payroll Group Limited

    Registration Statement on Form F-1, as amended

    Initially Filed on December 28, 2022

    File No. 333-269043

Ladies and Gentlemen:

Pursuant to Rule 461 of the General
Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, R. F. Lafferty &
Co., Inc., as the underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that
it will become effective at 4:30 p.m., Eastern Time, on Tuesday, September 10, 2024, or as soon thereafter as practicable.

Pursuant to Rule 460 under the
Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 14, 2024, to selected dealers,
institutions and others as appears to be reasonable to secure adequate distribution of the preliminary prospectus.

The undersigned confirms that
it has complied and will continue to comply with, and it has been informed or will be informed by participating dealers that they have
complied 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,

R. F. Lafferty & Co., Inc.

    By:
    /s/ Robert Hackel

    Name:
    Robert Hackel

    Title:
    Chief Operating Officer

CORRESP
1
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Galaxy Payroll Group Limited

25th Floor, Ovest

77 Wing Lok Street

Sheung Wan, Hong Kong

August 14, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf and Donald Field

    Re:
    Galaxy Payroll Group Ltd

Amendment No. 11 to Registration Statement on Form F-1

Filed July 31, 2024

File No. 333-269043

Dear Mr. Fetterolf and Mr. Field,

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated August 9, 2024 (the “Comment Letter”)
to Galaxy Payroll Group Ltd (the “Company”) with respect to the Amendment No. 11 to Registration Statement on Form F-1.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 11 to Registration Statement on Form
F-1 filed July 31, 2024

General

 1. We note your filing includes audited financial statements that are older than 12 months. Since this
represents an IPO for your ordinary shares, please update your financial statements pursuant to Item 8.A.4 of Form 20-F or provide the
appropriate representations in an exhibit. Refer to Instruction 2 to Item 8.A.4.

Response: In response to the Staff’s
comment, the Company has included a company representation letter under Item 8.A.4, as an exhibit to the Amendment No. 12 to the Form
F-1 (“F-1/A”).

 2. Please refer to the registration statement cover page. Please check the applicable check box on the
cover page regarding the registration of securities pursuant to Rule 415 of the Securities Act of 1933. Additionally, please revise the
Item 9. Undertakings section on page II-1 to include the undertakings required by Item 512(a) of Regulation S-K related to Rule 415 offerings.

Response: In response to the Staff’s
comment, the Company has checked the applicable check box on the cover page and has added relevant undertakings under Item 9 of the F-1/A.

 3. Please refer to the Selling Shareholders Plan of Distribution section on page Alt-3. We note your disclosure
that "[a]ny broker-dealers or agents that are deemed to be underwriters may not sell shares offered under this prospectus unless
and until we set forth the names of the underwriters and the material details of their underwriting arrangements in a supplement to this
prospectus or, if required, in a replacement prospectus included in a post-effective amendment to the registration statement of which
this prospectus is a part." Please confirm your understanding that the retention by a selling shareholder of an underwriter would
constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant
to Item 512(a)(1)(iii) of Regulation S-K.

Response: The Company confirms with
the Staff that this is the Company’s understanding and it will file a post-effective amendment if an underwriter is retained by
any of the selling shareholders.

 4. Please revise to update your disclosure as of the last full financial year ended June 30, 2024 in your
section entitled Compensation of Directors and Executive Officers, and also revise your disclosure on page 63 to provide the revenue breakdown
by geographic market and activity for such period. Additionally, revise your section entitled Related Party Transactions to include a
discussion of your last three financial years up to the date of the prospectus. Refer to Items 4.B.2, Item 6.B and 7.B of Form 20-F.

Response: In response to the Staff’s
comment, the Company has revised its disclosure in the F-1/A on page 131 and page 133 accordingly to include the updates of the last full
financial year ended June 30, 2024 under Compensation of Directors and Executive Officers, and Related Party Transactions, respectively.
In addition, as the financial results have not been audited or reviewed by the auditors, the Company kept the original audited table for
the fiscal years ended June 30, 2023 and 2022 on page 63 under the MD&A Section and has added “revenue breakdown by geographic
market and activity” for the fiscal years ended June 30, 2024, 2023 and 2022 on Page 101 of the F-1/A under the Business Section.

We thank the Staff for your review of
the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com, or Elizabeth Fei
Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Wai Hong Lao

    Name:
    Wai Hong Lao

    Title:
    Chief Executive Officer

    cc:
    Elizabeth Fei Chen, Esq.

August 9, 2024
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 11 to Registration Statement on Form F-1
Filed July 31, 2024
File No. 333-269043
Dear Wai Hong Lao:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our May 2, 2024 letter.
Amendment No. 11 to Registration Statement on Form F-1 filed July 31, 2024
General
1.We note your filing includes audited financial statements that are older than 12 months.
Since this represents an IPO for your ordinary shares, please update your financial
statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate representations
in an exhibit. Refer to Instruction 2 to Item 8.A.4.
2.Please refer to the registration statement cover page. Please check the applicable check
box on the cover page regarding the registration of securities pursuant to Rule 415 of
the Securities Act of 1933. Additionally, please revise the Item 9. Undertakings section on
page II-1 to include the undertakings required by Item 512(a) of Regulation S-K related to
Rule 415 offerings.

August 9, 2024
Page 2
3.Please refer to the Selling Shareholders Plan of Distribution section on page Alt-3. We
note your disclosure that "[a]ny broker-dealers or agents that are deemed to be
underwriters may not sell shares offered under this prospectus unless and until we set
forth the names of the underwriters and the material details of their underwriting
arrangements in a supplement to this prospectus or, if required, in a replacement
prospectus included in a post-effective amendment to the registration statement of which
this prospectus is a part." Please confirm your understanding that the retention by a selling
shareholder of an underwriter would constitute a material change to your plan of
distribution requiring a post-effective amendment. Refer to your undertaking provided
pursuant to Item 512(a)(1)(iii) of Regulation S-K.
4.Please revise to update your disclosure as of the last full financial year ended June 30,
2024 in your section entitled Compensation of Directors and Executive Officers, and also
revise your disclosure on page 63 to provide the revenue breakdown by geographic
market and activity for such period. Additionally, revise your section entitled Related
Party Transactions to include a discussion of your last three financial years up to the date
of the prospectus. Refer to Items 4.B.2, Item 6.B and 7.B of Form 20-F.
            Please contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Elizabeth Fei Chen, Esq.

CORRESP
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Galaxy Payroll Group
Limited

25th Floor, Ovest

77 Wing Lok Street

Sheung Wan, Hong Kong

May 9, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf and Donald Field

 Re: Galaxy Payroll Group Ltd

Amendment No. 9 to Registration Statement on Form F-1

Filed April 10, 2024

File No. 333-269043

Dear Mr. Fetterolf and Mr. Field,

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated May 2, 2024 (the “Comment Letter”)
to Galaxy Payroll Group Ltd (the “Company” or “Galaxy”) with respect to the Amendment No. 9 to Registration Statement
on Form F-1.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 9 to Registration Statement on Form F-1 filed April
10, 2024

Industry, page 81

 1. Please update your discussion of industry data as of a more recent date, to the extent available. As examples,
we note your disclosure that “the total employed population in the PRC was approximately 780.2 million in 2021 . . . ,” that
“the share of GDP of the service industry has been steady, at around 41.8% in 2022,” and that “there were approximately
340,000 SMEs in Hong Kong with around 1.7 million employees, accounting for approximately 45% of total employment in Hong Kong as of May
2022.”

Response: In
response to the Staff’s comment, the Company has updated the disclosure on pages 82, 83, 84 of the Amendment No. 10 to the Registration
Statement on Form F-1 (“F-1/A No.10”) accordingly.

General

 2. Please advise (i) the circumstances under which the selling shareholders received
the ordinary shares covered by the resale offering, as well as how long the selling shareholders have held such shares, (ii) why the resale
offering is being registered at this time, (iii) whether the resale offering is being registered at this time to satisfy any Nasdaq listing
requirements, (iv) how you determined the number of ordinary shares being registered in connection with the resale offering, and (v) how
the selling shareholders were selected to participate in this resale offering (given the lock-up applicable to other principal shareholders),
all with a view to understanding whether the resale portion of the offering should be deemed an indirect primary being conducted by or
on behalf of the issuer. Refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure Interpretations.

Response: The
Company acknowledges the Staff’s comment and respectfully note to the Staff the following:

Factor 1: the circumstances
under which the selling shareholders received the ordinary shares covered by the resale offering, as well as how long the selling shareholders
have held such shares

The three selling
shareholders, i.e., New Basic Group Limited, who holds 640,000 shares, First Start International Limited, who holds 960,000 shares, and
Dynamic Ally Investments Limited, who holds 640,000 shares, as disclosed in the F-1/A No.10, are all founding members who invested in
the Company since its incorporation on August 2021 (the “Establishment”). All of them have held the shares since then.

Factor 2: why the
resale offering is being registered at this time

The Selling Shareholders
would like to have the flexibility to sell their shares upon the completion of the initial public offering (the “IPO”) for
their personal financial planning need.

Factor 3: whether
the resale offering is being registered at this time to satisfy any Nasdaq listing requirements

No. The Company believes
it satisfies the Nasdaq listing requirements without the resale offering.

Factor 4: how you
determined the number of ordinary shares being registered in connection with the resale offering

The number of ordinary
shares registered for resale from the Selling Shareholders represents 100% of the shares they have held since the Establishment. The registration
of these shares were requested by the Selling Shareholders.

Factor 5: how the
selling shareholders were selected to participate in this resale offering (given the lock-up applicable to other principal shareholders)

As discussed under
Factor 4, the request was made by three of the Company’s 14 founding shareholders. The Company has not received any such request
for the rest founding shareholders.

In addition, the proposed
resale is not to be underwritten by the underwriter. The Selling Shareholders have no relationship with the underwriter. We do not believe
it is an indirect primary offering. Instead, it is appropriately characterized as a secondary offering under the guidance provided by
the Compliance and Disclosure Interpretation Question 612.09 (“C&DI 612.09”), considering the factors summarized above.

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com, or Elizabeth
Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Wai Hong Lao

    Name:
    Wai Hong Lao

    Title:
    Chief Executive Officer

    cc:
    Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
May 2, 2024
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 9 to Registration Statement on Form F-1
Filed April 10, 2024
File No. 333-269043
Dear Wai Hong Lao:
            We have reviewed your amended registration statement and have the following
comment(s).
            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. Unless we note otherwise,
any references to prior comments are to comments in our October 19, 2023 letter.
Amendment No. 9 to Registration Statement on Form F-1 filed April 10, 2024
Industry, page 81
1.Please update your discussion of industry data as of a more recent date, to the extent
available.  As examples, we note your disclosure that "the total employed population in
the PRC was approximately 780.2 million in 2021 . . . ," that "the share of GDP of the
service industry has been steady, at around 41.8% in 2022," and that "there were
approximately 340,000 SMEs in Hong Kong with around 1.7 million employees,
accounting for approximately 45% of total employment in Hong Kong as of May 2022."

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 May 2, 2024 Page 2
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
May 2, 2024
Page 2
General
2.Please advise (i) the circumstances under which the selling shareholders received the
ordinary shares covered by the resale offering, as well as how long the selling
shareholders have held such shares, (ii) why the resale offering is being registered at this
time, (iii) whether the resale offering is being registered at this time to satisfy any Nasdaq
listing requirements, (iv) how you determined the number of ordinary shares being
registered in connection with the resale offering, and (v) how the selling shareholders
were selected to participate in this resale offering (given the lock-up applicable to other
principal shareholders), all with a view to understanding whether the resale portion of the
offering should be deemed an indirect primary being conducted by or on behalf of the
issuer.  Refer to Question 612.09 of the Securities Act Rules Compliance and Disclosure
Interpretations.
            Please contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

CORRESP
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Galaxy Payroll Group Limited

25th Floor, Ovest

77 Wing Lok Street

Sheung Wan, Hong Kong

October 31, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf and Donald Field

 Re: Galaxy Payroll Group Ltd

Amendment No. 7 to Registration Statement on Form F-1

Filed October 17, 2023

File No. 333-269043

Dear Mr. Fetterolf and Mr. Field,

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated October 19, 2023 (the “Comment Letter”)
to Galaxy Payroll Group Ltd (the “Company” or “Galaxy”) with respect to the Amendment No. 7 to Registration Statement
on Form F-1.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 7 to Registration Statement
on Form F-1 filed October 17, 2023

Consolidated Financial Statements

Consolidated Balance Sheet, page F-4

1. We note you declared dividends subsequent to the balance sheet date. Please
tell us your consideration of providing a pro forma balance sheet which gives effect to the dividends declared. Refer to SAB Topic 1:B.3.

Response: The Company notes
the Staff’s comment, and in response thereto, respectfully advise the Staff that such disclosure was revised on page F-28 under
the footnote “Note 15 — Unaudited pro forma consolidated financial information” in the Amendment No. 8 to the Registration
Statement on Form F-1 (“F-1/A No.8”) to provide a pro forma balance sheet with effect to the dividends declared subsequent
to the balance sheet date.

Consolidated Statements of Income and Comprehensive
Income, page F-5

2. Please tell us your consideration of including dividends declared in the year ended June 30, 2023 but
not paid and dividends declared subsequent to June 30, 2023 in your calculation of pro forma earnings per share. Refer to SAB Topic 1:B.3.
In addition, please present earnings per share along with pro forma earnings per share.

Response: The Company notes the
Staff’s comment, and in response thereto, respectfully advise the Staff that such disclosure was revised on page F-28 under the
footnote “Note 15 — Unaudited pro forma consolidated financial information” in the F-1/A No.8 to present earnings per
share along with pro forma earnings per share based on the calculation of pro forma earnings per share.

Exhibit Index, page II-5

3. We note that your revised disclosure indicates that the selling shareholders are offering 2,240,000
ordinary shares, but your Exhibit 5.1 legal opinion only opines on 960,000 ordinary shares in connection with such resale. Please have
counsel revise to opine on the updated offering including the correct number of resale shares.

Response: In response to the
Staff’s comment, the Company has updated the Exhibit 5.1 legal opinion and filed with the F-1/A No.8 accordingly.

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com, or Elizabeth
Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Wai Hong Lao

    Name:
    Wai Hong Lao

    Title:
    Chief Executive Officer

    cc:
    Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
October 19, 2023
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 7 to Registration Statement on Form F-1
Filed October 17, 2023
File No. 333-269043
Dear Wai Hong Lao:
            We have reviewed your amended 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. Unless we note otherwise,
any references to prior comments are to comments in our August 11, 2023 letter.
Amendment No. 7 to Registration Statement on Form F-1 filed October 17, 2023
Consolidated Financial Statements
Consolidated Balance Sheet, page F-4
1.We note you declared dividends subsequent to the balance sheet date.  Please tell us your
consideration of providing a pro forma balance sheet which gives effect to the dividends
declared.  Refer to SAB Topic 1:B.3.
Consolidated Statements of Income and Comprehensive Income, page F-5
2.Please tell us your consideration of including dividends declared in the year ended June
30, 2023 but not paid and dividends declared subsequent to June 30, 2023 in your
calculation of pro forma earnings per share.  Refer to SAB Topic 1:B.3.  In addition,
please present earnings per share along with pro forma earnings per share.

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 October 19, 2023 Page 2
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
October 19, 2023
Page 2
Exhibit Index, page II-5
3.We note that your revised disclosure indicates that the selling shareholders are offering
2,240,000 ordinary shares, but your Exhibit 5.1 legal opinion only opines on 960,000
ordinary shares in connection with such resale.  Please have counsel revise to opine on the
updated offering including the correct number of resale shares.
            Please contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if you
have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

CORRESP
1
filename1.htm

September 1, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf and Donald Field

    Re:
    Galaxy Payroll Group Ltd

    Amendment No. 5 to Registration Statement on Form F-1

    Filed August 1, 2023

    File No. 333-269043

Dear Mr. Fetterolf and Mr. Field,

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated August 11, 2023 (the “Comment Letter”)
to Galaxy Payroll Group Ltd (the “Company” or “Galaxy”) with respect to the Amendment No. 5 to Registration Statement
on Form F-1.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 5 to Registration Statement on Form F-1 Filed
August 1, 2023

Cover Page

 1. We note your response to comment 1, as well as your revised disclosure that "[b]ased solely on
the documents and representations received from the Company, as of the date of this prospectus, nothing comes to the attention of the
Company’s PRC Legal Advisor that suggests the Company meets both of the Article 15 Explicit Conditions for Filing". Your disclosure
continues to be unclear as to whether you are relying upon your PRC Legal Advisor's opinion where you disclose that "we do not believe
that this offering constitutes an “indirect overseas offering and listing”, or that we are not required to obtain the approval
from or complete the filing with the CSRC pursuant to the Trial Administrative Measures for this offering . . . ." Revise to clarify
whether you are relying on your PRC Legal Advisor's opinion as articulated in Exhibit 99.2 ("[b]ased on our understanding of the
explicit provisions under PRC Laws, except as disclosed in the Registration Statement, and assuming no offer, issuance or sale of the
Ordinary Shares has been or will be made directly or indirectly within the PRC, a prior approval from the CSRC is not required for the
Offering.") To the extent you are relying upon counsel's opinion, also update the consent (included in the Exhibit 99.2 opinion)
provided by your PRC Legal Advisor to a more recent date, as we note that such consent is dated December 28, 2022, so as to clarify that
counsel is consenting to the reference to their name as it pertains to your discussion of the Trial Measures. In the alternative, to the
extent that you are not relying on your PRC Legal Advisors, revise to state an opinion was not obtained and explain why you did not obtain
an opinion from counsel regarding such matters.

Response: In response to the Staff’s
comment, the Company has revised its disclosure on the cover page, pages 10 and 34 of the Amendment No. 6 to Registration Statement on
Form F-1 (the “F-1/A No.6”) to reflect that it is not relying on its PRC Legal Advisers regarding such matters and the underlying
reason. The Company has also included an updated PRC Legal Advisers’ opinion letter to reflect the reduced scope of the opinions.

Prospectus Summary

Recent Regulatory Developments in the PRC, page 11

 2. We note your response to comment 3, as well as your revised disclosure. Please disclose whether you
have been denied any permissions or approvals that are required to operate your business. In this regard, your disclosure that "nor
have we or our PRC subsidiary received or were denied such permissions or approvals by the PRC authorities" now appears limited to
"permissions or approvals from the PRC authorities to offer the securities being registered to foreign investors."

Response: In response to the Staff’s
comment, the Company has revised its disclosure on pages 11 and 32 of the F-1/A No.6.

Capitalization, page 50

 3. Please tell us how the pro forma as adjusted additional paid-in capital line item reflects
your deferred IPO costs as of December 31, 2022.

Response: Please note that the number
under the pro forma as adjusted additional paid-in capital line reflected the correct number after subtracting the whole amount of deferred
IPO cost as of December 31, 2022. Pursuant to ASC 340-10-S99-1, IPO costs directly attributable to an offering of equity securities are
deferred and would be charged against the gross proceeds of the offering as a reduction of additional paid-in capital.

Index to Financial Statements, page F-1

 4. We note your filing includes audited financial statements that are older than 12 months. Since it appears
this represents an IPO for your common shares, please update your financial statements pursuant to Item 8.A.4 of Form 20-F or provide
the appropriate representations in an exhibit. Refer to Instruction 2 to Item 8.A.4.

Response: We have included a
representation letter under Exhibit 99.7 to the F-1/A No.6 in reliance on Instruction 2 to Item 8.A.4.

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com, or Elizabeth
Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Wai Hong Lao

    Name:
    Wai Hong Lao

    Title:
    Chief Executive Officer

    cc:
    Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
August 11, 2023
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 5 to Registration Statement on Form F-1
Filed August 1, 2023
File No. 333-269043
Dear Wai Hong Lao:
            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 July 7, 2023 letter.
Amendment No. 5 to Registration Statement on Form F-1 Filed August 1, 2023
Cover Page
1.We note your response to comment 1, as well as your revised disclosure that "[b]ased
solely on the documents and representations received from the Company, as of the date of
this prospectus, nothing comes to the attention of the Company’s PRC Legal Advisor that
suggests the Company meets both of the Article 15 Explicit Conditions for Filing . . . . ."
Your disclosure continues to be unclear as to whether you are relying upon your PRC
Legal Advisor's opinion where you disclose that "we do not believe that this offering
constitutes an “indirect overseas offering and listing”, or that we are not required to obtain
the approval from or complete the filing with the CSRC pursuant to the

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 August 11, 2023 Page 2
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
August 11, 2023
Page 2
Trial Administrative Measures for this offering . . . ."  Revise to clarify whether you are
relying on your PRC Legal Advisor's opinion as articulated in Exhibit 99.2 ("[b]ased on
our understanding of the explicit provisions under PRC Laws, except as disclosed in the
Registration Statement, and assuming no offer, issuance or sale of the Ordinary Shares has
been or will be made directly or indirectly within the PRC, a prior approval from the
CSRC is not required for the Offering.")  To the extent you are relying upon counsel's
opinion, also update the consent (included in the Exhibit 99.2 opinion) provided by your
PRC Legal Advisor to a more recent date, as we note that such consent is dated December
28, 2022, so as to clarify that counsel is consenting to the reference to their name as it
pertains to your discussion of the Trial Measures.  In the alternative, to the extent that you
are not relying on your PRC Legal Advisors, revise to state an opinion was not obtained
and explain why you did not obtain an opinion from counsel regarding such matters.
Prospectus Summary
Recent Regulatory Developments in the PRC, page 11
2.We note your response to comment 3, as well as your revised disclosure.  Please disclose
whether you have been denied any permissions or approvals that are required to
operate your business.  In this regard, your disclosure that "nor have we or our PRC
subsidiary received or were denied such permissions or approvals by the PRC authorities"
now appears limited to "permissions or approvals from the PRC authorities to offer the
securities being registered to foreign investors."
Capitalization, page 50
3.Please tell us how the pro forma as adjusted additional paid-in capital line item reflects
your deferred IPO costs as of December 31, 2022.
Index to Financial Statements, page F-1
4.We note your filing includes audited financial statements that are older than 12 months.
Since it appears this represents an IPO for your common shares, please update your
financial statements pursuant to Item 8.A.4 of Form 20-F or provide the appropriate
representations in an exhibit.  Refer to Instruction 2 to Item 8.A.4.

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 August 11, 2023 Page 3
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
August 11, 2023
Page 3
            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Donald Field at 202-551-3680 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

CORRESP
1
filename1.htm

Galaxy Payroll Group Limited

25th Floor, Ovest

77 Wing Lok Street

Sheung Wan, Hong Kong

August 1, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf and Lilyanna Peyser

 Re: Galaxy Payroll Group Ltd

Amendment No. 4 to Registration Statement on Form F-1

Filed June 15, 2023

File No. 333-269043

Dear Mr. Fetterolf and Ms. Peyser,

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated July 7, 2023 (the “Comment Letter”)
to Galaxy Payroll Group Ltd (the “Company” or “Galaxy”) with respect to the Amendment No. 4 to Registration Statement
on Form F-1.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 4 to Registration Statement on Form F-1
filed June 15, 2023

Cover Page

 1. We note your response to comment 2, as well as your revised disclosure that, “[a]fter discussion
with our PRC Legal Advisor about the PRC laws and regulations regarding the filing requirements, as of the date of this prospectus, without
relying on any opinions of counsel, we do not believe that we are required to obtain the approval from or complete the filing with the
CSRC pursuant to the Trial Administrative Measures for this offering . . . .” As you are not “relying on any opinions of counsel”
with respect to your conclusions regarding the Trial Administrative Measures, please delete the reference to having discussions with counsel
regarding such matters and state why you did not obtain an opinion from counsel regarding such matters.

Response: The Company has revised
its disclosure on the cover page, pages 10, 33, and 34 of the Amendment No. 5 to the Registration Statement on Form F-1 (“F-1/A
No.5”).

 2. We note your disclosure that you “submitted an application for communication with the CSRC on
May 29, 2023 . . . .” Please revise to elaborate upon the substance and purpose of the application, including whether you requested
that the CSRC reply to you or inform you that you must comply with the filing requirements and what you will do if you receive no response.

Response: As previously disclosed, and we reiterate here “as the Trial
Administrative Measures were recently issued, there remains uncertainty as to how it will be interpreted or implemented. The mainland
China regulatory authorities may hold different opinions under the principle of ’substance over form’ adopted by the Trial
Administrative Measures regarding the determination of an ‘indirect overseas offering and listing by PRC domestic companies’,
over which the CSRC may have substantial discretions”... Further, the Company has revised the disclosure on pages 10 and 34 of the
F-1/A No.5 to address the second prong of the Staff’s comment.

Prospectus Summary, page 1

 3. On page 11 you state that “except for such PRC regulatory approvals as required for the operation
of business of our PRC subsidiary and under the Trial Administrative Measures, we and our PRC subsidiary have not received or were denied
such permissions or approvals by the PRC authorities.” Please revise to clarify the meaning of this statement, and reconcile it with
your disclosure that your “PRC subsidiary has obtained all requisite PRC licenses, permits and approvals necessary for its operation
of business.” In addition, state whether you and your PRC subsidiary have obtained, other than with respect to your discussion of
the Trial Administrative Measures, all requisite PRC licenses, permits and approvals necessary to offer the securities being registered
to foreign investors, and identify such permissions and approvals.

Response: In response to the
staff’s comment, the Company has revised its disclosure on pages 11 and 32 of the F-1/A No.5 accordingly.

Risk Factors

“Upon the effectiveness of the Trial Administrative Measures,
we may be subject to . . . “, page 33

 4. We note your disclosure that “we cannot assure you that we are able to complete the filing requirements
on time.” Revise to elaborate upon the applicable timelines or deadlines related to such risk. Additionally, where you disclose that
“[u]pon the effectiveness of the Trial Administrative Measures, we may be subject to the filing requirements . . . ,” update
to disclose that the Trial Administrative Measures “took effect on March 31, 2023,” as you do in this risk factor. Make conforming
changes as applicable throughout your prospectus.

Response: In response to the
staff’s comment, the Company has revised its disclosure on cover page and pages 8, 10, 33, 34 and 120 of the F-1/A No.5 accordingly.

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com, or Elizabeth
Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Wai Hong Lao

    Name:
    Wai Hong Lao

    Title:
    Chief Executive Officer

    cc:
    Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
July 7, 2023
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 4 to Registration Statement on Form F-1
Filed June 15, 2023
File No. 333-269043
Dear Wai Hong Lao:
            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 April 11, 2023 letter.
Amendment No. 4 to Registration Statement on Form F-1 filed June 15, 2023
Cover Page
1.We note your response to comment 2, as well as your revised disclosure that, "[a]fter
discussion with our PRC Legal Advisor about the PRC laws and regulations regarding the
filing requirements, as of the date of this prospectus, without relying on any opinions of
counsel, we do not believe that we are required to obtain the approval from or complete
the filing with the CSRC pursuant to the Trial Administrative Measures for this offering . .
. ."  As you are not "relying on any opinions of counsel" with respect to your conclusions
regarding the Trial Administrative Measures, please delete the reference to having
discussions with counsel regarding such matters and state why you did not obtain an

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 July 7, 2023 Page 2
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
July 7, 2023
Page 2
opinion from counsel regarding such matters.
2.We note your disclosure that you "submitted an application for communication with the
CSRC on May 29, 2023 . . . ."  Please revise to elaborate upon the substance and purpose
of the application, including whether you requested that the CSRC reply to you or inform
you that you must comply with the filing requirements and what you will do if you receive
no response.
Prospectus Summary, page 1
3.On page 11 you state that "except for such PRC regulatory approvals as required for the
operation of business of our PRC subsidiary and under the Trial Administrative Measures,
we and our PRC subsidiary have not received or were denied such permissions or
approvals by the PRC authorities."  Please revise to clarify the meaning of this statement,
and reconcile it with your disclosure that your "PRC subsidiary has obtained all requisite
PRC licenses, permits and approvals necessary for its operation of business."  In addition,
state whether you and your PRC subsidiary have obtained, other than with respect to your
discussion of the Trial Administrative Measures, all requisite PRC licenses, permits and
approvals necessary to offer the securities being registered to foreign investors, and
identify such permissions and approvals.
Risk Factors
"Upon the effectiveness of the Trial Administrative Measures, we may be subject to . . . ", page
33
4.We note your disclosure that "we cannot assure you that we are able to complete the filing
requirements on time."  Revise to elaborate upon the applicable timelines or deadlines
related to such risk.  Additionally, where you disclose that "[u]pon the effectiveness of the
Trial Administrative Measures, we may be subject to the filing requirements . . . ," update
to disclose that the Trial Administrative Measures "took effect on March 31, 2023," as
you do in this risk factor.  Make conforming changes as applicable throughout your
prospectus.
            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters. Please
contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

CORRESP
1
filename1.htm

Galaxy Payroll Group Limited

25th Floor, Ovest

77 Wing Lok Street

Sheung Wan, Hong Kong

June 15, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf and Lilyanna Peyser

    Re:
    Galaxy Payroll Group Ltd

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

    Filed March 24, 2023

    File No. 333-269043

Dear Mr. Fetterolf and Ms. Peyser,

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated April 11, 2023 (the “Comment Letter”)
to Galaxy Payroll Group Ltd (the “Company” or “Galaxy”) with respect to the Amendment No.3 to Registration Statement
on Form F-1.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 3 to Registration Statement on Form F-1 filed March
24, 2023

Cover Page

 1. Where you discuss the Holding Foreign Companies Accountable Act here and throughout the prospectus,
please update to disclose that such act was amended by the Consolidated Appropriations Act, 2023 and to discuss how the amended Act and
related regulations will affect your company.

Response: In response to the
Staff’s comment, the Company has revised the disclosure accordingly, on the cover page, under Prospectus Summary on page 9, and
under Risk Factors section on page 36 of the Amendment No.4 to Registration Statement on Form F-1 (“F-1/A No.4”).

Prospectus Summary

Recent Regulatory Developments in PRC, page 8

 2. We note your response to comment 1, as well as your revised disclosure that you "may not be able
to timely complete such filing process." Please revise your disclosure in the prospectus summary and in your risk factor entitled
"Upon the effectiveness of the Trial Administrative Measures . . . " to discuss the applicable timelines and deadlines in the
event that you are subject to such measures. Revise your disclosure to reflect that the Trial Administrative Measures have taken effect
and that your registration statement did not become effective prior thereto. For example, we note your discussion of the consequences
if your registration statement does not go effective by March 31, 2023; we further note that it appears that the September 30, 2023 transition
period is no longer available to you. Further, it appears that you have not obtained an opinion of counsel in determining that you are
not subject to the Trial Administrative Measures; if true, please state that that is the case and explain why.

Response: In response to the Staff’s
comment, the Company has updated the disclosure regarding the Trial Administrative Measures accordingly on the cover page, under Risk
Factors Summary on page 7, under Prospectus Summary on pages 10 and 11, under Risk Factors section on pages 32 and 33, and under Regulations
Relating to Overseas Listings on page 122 of the F-1/A No.4. The Company has discussed with its PRC counsel, but has not obtained an opinion
in determining whether the Company is subject to the Trial Administrative Measures, because currently the discussion and analysis is based
on the Company’s understanding to this newly enacted Trial Administrative Measures. As of the date of the response, there is no
official interpretation or precedents that PRC counsel is able to cite or refer to reach a formal opinion.

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com, or Elizabeth
Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Wai Hong Lao

    Name:
    Wai Hong Lao

    Title:
    Chief Executive Officer

    cc:
    Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
April 11, 2023
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 3 to Registration Statement on Form F-1
Filed March 24, 2023
File No. 333-269043
Dear Wai Hong Lao:
            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 March 21, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed March 24, 2023
Cover Page
1.Where you discuss the Holding Foreign Companies Accountable Act here and throughout
the prospectus, please update to disclose that such act was amended by the Consolidated
Appropriations Act, 2023 and to discuss how the amended Act and related regulations will
affect your company.

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 April 11, 2023 Page 2
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
April 11, 2023
Page 2
Prospectus Summary
Recent Regulatory Developments in PRC, page 8
2.We note your response to comment 1, as well as your revised disclosure that you "may not
be able to timely complete such filing process."  Please revise your disclosure in the
prospectus summary and in your risk factor entitled "Upon the effectiveness of the Trial
Administrative Measures . . . " to discuss the applicable timelines and deadlines in the
event that you are subject to such measures.  Revise your disclosure to reflect that the
Trial Administrative Measures have taken effect and that your registration statement did
not become effective prior thereto. For example, we note your discussion of the
consequences if your registration statement does not go effective by March 31, 2023; we
further note that it appears that the September 30, 2023 transition period is no longer
available to you. Further, it appears that you have not obtained an opinion of counsel in
determining that you are not subject to the Trial Administrative Measures; if true, please
state that that is the case and explain why.
            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

CORRESP
1
filename1.htm

Galaxy Payroll Group Limited

25th Floor, Ovest

77 Wing Lok Street

Sheung Wan, Hong Kong

March 24, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Kate Beukenkamp and Lilyanna Peyser

    Re:
    Galaxy Payroll Group Ltd

Amendment No. 2 to Registration
Statement on Form F-1

Filed February 22, 2023

File No. 333-269043

Dear Ms. Beukenkamp and Ms. Peyser,

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated March 21, 2023 (the “Comment Letter”)
to Galaxy Payroll Group Ltd (the “Company” or “Galaxy”) with respect to the Amendment No.2 to Registration Statement
on Form F-1.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 2 to Registration Statement on Form F-1 filed February
22, 2023

Prospectus Summary

Risk Factor Summary, page 6

 1. We note your revisions to include a bullet point addressing the effectiveness of the Trial Administrative
Measures, including the statement that "we cannot assure you that we will be able to complete such process on time." Please
revise this bullet to expand your disclosure to state what you mean by "on time," for example, by briefly outlining the deadlines
related to the Measures and/or this offering.

Response: In response to the Staff’s comment, the Company revised the disclosure
accordingly under Cover Page, Risk Factor Summary on Pages 6 and 9, and the title of such risk factor on Page 30 of the Amendment No.3
to Registration Statement on Form F-1 (“F-1/A No.3”).

Risk Factors

Risks Relating to the PRC, Hong Kong, Taiwan and Macau

Upon the effectiveness of the Trial Administrative measures,
we may be..., page 29

 2. We note the revisions to the cover page regarding the effectiveness of the Trial Administrative Measures
going into effect March 31, 2023 and related filing procedures with the CSRC, as well as the inclusion of risk factor disclosure on the
same topic. Please further revise this risk factor to address the risks to your entities, individuals who work with or control your entities
and your investors, as well as any impact on this offering, should the company be required to complete filing procedures in connection
with the Trial Administrative Measures and it is unable to do so or is unable to do so within the prescribed periods. In this regard,
we note that such risks may include financial penalties, failure to list/remain listed, and risks to investors if you list prior to receiving
CSRC approval. Disclose whether the offering is contingent on receipt of approval from the CSRC. You state that you "may" be
subject to the Trial Administrative Measures; please disclose whether or not you are or are likely to be subject to the Trial Administrative
Measures, the basis for this determination, and whether you consulted with counsel in making this determination.

Response: In response to the Staff’s comment, the Company revised the disclosure
under Prospectus Summary on Page 9, Risk Factor on Page 30 and Regulation on Pages 112 and 113 of the F-1/A No.3. The Company believes
it is not subject to the Trial Administrative Measures because a) its PRC subsidiary accounted for far less than 50% of any of the Company’s
operating revenue, total profit, total assets or net assets as documented in its audited consolidated financial statements for the most
recent accounting year, and b) the Company’s main parts of business activities are not conducted in mainland China, nor is its main
place of business located in mainland China, and the senior managers in charge of its business operation and management are not mostly
Chinese citizens or domiciled in mainland China. However, the mainland China regulatory authorities may hold different opinions. The Company’s
PRC counsel is seeking clarification from the regulatory authorities before giving advice to the Company.

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com, or Elizabeth
Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Wai Hong Lao

    Name:
    Wai Hong Lao

    Title:
    Chief Executive Officer

cc: Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
March 21, 2023
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 2 to Registration Statement on Form F-1
Filed February 22, 2023
File No. 333-269043
Dear Wai Hong Lao:
            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 February 13, 2023 letter.
Amendment No. 2 to Registration Statement on Form F-1 filed February 22, 2023
Prospectus Summary
Risk Factor Summary, page 6
1.We note your revisions to include a bullet point addressing the effectiveness of the Trial
Administrative Measures, including the statement that "we cannot assure you that we will
be able to complete such process on time." Please revise this bullet to expand your
disclosure to state what you mean by "on time," for example, by briefly outlining the
deadlines related to the Measures and/or this offering.

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 March 21, 2023 Page 2
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
March 21, 2023
Page 2
Risk Factors
Risks Relating to the PRC, Hong Kong, Taiwan and Macau
Upon the effectiveness of the Trial Administrative measures, we may be..., page 29
2.We note the revisions to the cover page regarding the effectiveness of the Trial
Administrative Measures going into effect March 31, 2023 and related filing procedures
with the CSRC, as well as the inclusion of risk factor disclosure on the same topic. Please
further revise this risk factor to address the risks to your entities, individuals who work
with or control your entities and your investors, as well as any impact on this offering,
should the company be required to complete filing procedures in connection with the Trial
Administrative Measures and it is unable to do so or is unable to do so within the
prescribed periods. In this regard, we note that such risks may include financial penalties,
failure to list/remain listed, and risks to investors if you list prior to receiving CSRC
approval. Disclose whether the offering is contingent on receipt of approval from the
CSRC. You state that you "may" be subject to the Trial Administrative Measures; please
disclose whether or not you are or are likely to be subject to the Trial Administrative
Measures, the basis for this determination, and whether you consulted with counsel in
making this determination.

            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Kate Beukenkamp at 202-551-3861 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

CORRESP
1
filename1.htm

Galaxy Payroll Group Limited

25th Floor, Ovest

77 Wing Lok Street

Sheung Wan, Hong Kong

February 22, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf and Lilyanna Peyser

    Re:
    Galaxy Payroll Group Ltd

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

Filed January 27, 2023

File No. 333-269043

Dear Mr. Fetterolf and Ms. Peyser,

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated February 13, 2023 (the “Comment
Letter”) to Galaxy Payroll Group Ltd (the “Company” or “Galaxy”) with respect to the Amendment No.1 to Registration
Statement on Form F-1.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 1 to Registration Statement on Form F-1 filed January
27, 2023

Risk Factors, page 19

1. We note your revised disclosure that “the bank account of Galaxy Payroll Group Limited had not
been opened until November 15, 2022.” Please revise your prospectus to disclose the risks associated with offering the securities
of a holding company that historically has not maintained a bank account separate from its subsidiaries, or alternatively provide us with
your analysis as to why such risks are not material. Please refer to comment 2 in our letter dated October 13, 2022.

Response: In
response to the Staff’s comment, the Company respectfully reiterates its view here that it is not material to have a holding company
historically maintaining a bank account due to the following: (1) Before opening the bank account on November 15, 2022, the Company’s
directly wholly-owned holding subsidiary, Melkweg Holdings Limited (“Melkweg Cayman”) could distribute dividends, and receive
investment through its bank account. Melkweg Cayman is a holding company incorporated in Cayman Islands that is wholly owned by the Company,
as indicated in the corporate diagram in the Amendment No. 2 to Registration Statement on Form F-1 (“F-1/A No. 2”); (2) Melkweg
Cayman is a private company with limited number of shareholders. It does not have any business activities other than acting as an intermediary
entity between the Company and the Company’s operating subsidiary; and (3) From August 26, 2021, the date the Company became the
holding company to November 15, 2022, the date it opened its own bank account, only 15 months in between, a short pre-IPO period. Therefore,
the Company regards the fact that it historically has not maintained a bank account separate from its subsidiaries as not material.

2. We note recent instances of extreme stock price run-ups followed by rapid price declines and
                                       stock price volatility seemingly unrelated to company performance following a number of recent initial public offerings,
                                       particularly among companies with relatively smaller public floats. Revise to include a separate risk factor addressing the
                                       potential for rapid and substantial price volatility and discuss the risks to investors when investing in stock where the price is
                                       changing rapidly. Clearly state that such volatility, including any stock-run up, may be unrelated to your actual or expected
                                       operating performance and financial condition or prospects, making it difficult for prospective investors to assess the rapidly
                                       changing value of your stock.

Response: In
response to the Staff’s comment, the Company has added a separate risk factor on page 36 of the F-1/A No. 2.

General

3. We note your response to comment 3, as well as your revised disclosure on the resale prospectus cover
page that “[a]ny sales will occur from time to time at prevailing market prices or in privately negotiated prices.” On the resale
prospectus cover page, please also include a placeholder for the date of effectiveness of this registration statement, the initial public
offering price of your ordinary shares, and the most recent trading price of your ordinary shares on Nasdaq. Also confirm that you will
include such information in the Rule 424(b) prospectus filed in connection with this resale offering. Refer to Instruction 2 to Item 501(b)(3)
of Regulation S-K.

Response: In response to the
Staff’s comment, the Company has added placeholders as requested on the cover page of the Resale Prospectus, and has confirmed that
it will include such information in the Rule 424(b) prospectus when filing.

4. According to your filing fee table the registration statement covers 4,000,000 ordinary shares to be
offered by the company and 960,000 ordinary shares to be offered by the selling shareholder. According to the prospectus and the legal
opinion you also are offering up to 600,000 ordinary shares to the underwriter. Please revise your filing fee table accordingly, or advise.

Response: In response to the
Staff’s comment, the Company has revised the filing fee table accordingly.

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com, or Elizabeth
Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Wai Hong Lao

    Name:
    Wai Hong Lao

    Title:
    Chief Executive Officer

    cc:
    Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
February 13, 2023
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 1 to Registration Statement on Form F-1
Filed January 27, 2023
File No. 333-269043
Dear Wai Hong Lao:
            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 January 11, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed January 27, 2023
Risk Factors, page 19
1.We note your revised disclosure that "the bank account of Galaxy Payroll Group Limited
had not been opened until November 15, 2022."  Please revise your prospectus to disclose
the risks associated with offering the securities of a holding company that historically has
not maintained a bank account separate from its subsidiaries, or alternatively provide us
with your analysis as to why such risks are not material.  Please refer to comment 2 in our
letter dated October 13, 2022.

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 February 13, 2023 Page 2
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
February 13, 2023
Page 2
2.We note recent instances of extreme stock price run-ups followed by rapid price declines
and stock price volatility seemingly unrelated to company performance following a
number of recent initial public offerings, particularly among companies with relatively
smaller public floats. Revise to include a separate risk factor addressing the potential for
rapid and substantial price volatility and discuss the risks to investors when investing in
stock where the price is changing rapidly. Clearly state that such volatility, including any
stock-run up, may be unrelated to your actual or expected operating performance and
financial condition or prospects, making it difficult for prospective investors to assess the
rapidly changing value of your stock.
General
3.We note your response to comment 3, as well as your revised disclosure on the resale
prospectus cover page that "[a]ny sales will occur from time to time at prevailing market
prices or in privately negotiated prices."  On the resale prospectus cover page, please also
include a placeholder for the date of effectiveness of this registration statement, the initial
public offering price of your ordinary shares, and the most recent trading price of your
ordinary shares on Nasdaq. Also confirm that you will include such information in the
Rule 424(b) prospectus filed in connection with this resale offering. Refer to Instruction 2
to Item 501(b)(3) of Regulation S-K.
4.According to your filing fee table the registration statement covers 4,000,000 ordinary
shares to be offered by the company and 960,000 ordinary shares to be offered by the
selling shareholder.  According to the prospectus and the legal opinion you also are
offering up to 600,000 ordinary shares to the underwriter.  Please revise your filing fee
table accordingly, or advise.
            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

CORRESP
1
filename1.htm

Galaxy Payroll Group Limited

25th Floor, Ovest

77 Wing Lok Street

Sheung Wan, Hong Kong

January 27, 2023

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf and Lilyanna Peyser

 Re: Galaxy Payroll Group Ltd

Registration Statement on Form F-1

Filed December 28, 2022

File No. 333-269043

Dear Mr. Fetterolf and Ms. Peyser,

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated January 11, 2023 (the “Comment Letter”)
to Galaxy Payroll Group Ltd (the “Company” or “Galaxy”) with respect to the Registration Statement on Form F-1.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Registration Statement on Form F-1 filed
December 28, 2022

Cover Page

 1. We note your disclosure on the resale prospectus cover page that “[t]he closing of this offering
is conditioned upon Nasdaq’s final approval of our listing application.” Please revise your public offering prospectus cover
page to also clarify whether the public offering, in addition to the resale offering, is conditioned on Nasdaq’s approval of your listing.

Response: In response to
the Staff’s comment, the Company has revised its disclosure accordingly on the cover page of the public offering prospectus of
the Amendment No.1 to the Registration Statement on Form F-1 (“F-1/A”).

Exhibit Index, page II-5

 2. We note your response to comment 3 that “Paragraphs 3.3 and 3.4 of the exhibit 5.1 referred to
the section entitled “Enforceability of Civil Liabilities” and the section entitled “Taxation”,” but
we note that counsel does not consent to the inclusion of its name in such sections of the registration statement. Please revise paragraph
5.1 of exhibit 5.1, which appears to be limited to use of counsel’s name under the caption “Legal Matters.” Please refer to
Section IV Staff Legal Bulletin No. 19, Section 7 of the Securities Act and Rule 436 of the Securities Act.

Response: In response to the
Staff’s comment, the BVI counsel of the Company has updated paragraph 5.1 of exhibit 5.1 to the F-1/A by inserting the references
of “Taxation” and “Enforceability of Civil Liabilities”.

General

 3. We note your disclosure on the public offering prospectus cover page that “[t]he Selling Shareholder
will sell its Ordinary Shares at a fixed price equal to the initial public offering price in this offering,” but your disclosure
in the Selling Shareholder Plan of Distribution section states that “sales may be at fixed or negotiated prices.” Please revise
to reconcile such disclosure and clarify the pricing on your resale prospectus cover page. Please revise as appropriate to also clarify
whether such resale offering will be concurrent with your public offering and whether the selling shareholder plans to sell its shares
prior to or after the closing of the public offering, as we note your risk factor disclosure on page 38 indicates that the selling shareholder
may resell their shares in the public market during your public offering. Refer to Item 501(b)(3) of Regulation S-K.

Response: In response to the Staff’s comment, the Company has revised the
disclosure accordingly on pages 38, ALT-2, ALT-3 and the cover page of the resale prospectus and the public offering prospectus of the
F-1/A to clarify that the Selling Shareholder will not sell its Ordinary Shares concurrently with the initial public offering and the
shares will be sold at prevailing market prices or in privately negotiated prices from time to time after the closing of the initial public
offering.

 4. We note your disclosure on page 14 that “[w]e, our directors and executive officers, shareholders
of 5% or more of our ordinary shares have agreed with the underwriter not to sell, transfer or dispose of any Ordinary Shares or similar
securities for a period of [] days after the date of this prospectus, subject to certain exceptions.” We also note that it appears
that your selling shareholder, Lucky Partner Enterprises Limited, would be subject to such lock-up provision, as your disclosure on page
125 states that such selling shareholder beneficially owns 6% of your shares prior to this offering. Please revise to reconcile such disclosure.

Response: In response to the Staff’s comment, the Company has revised the
disclosure on pages 14, 136 and 148 of the F-1/A accordingly to the effect that the selling shareholder is an exception to the lockup
arrangement.

 5. We note your disclosure on page 125 that includes the selling shareholder in your public offering prospectus,
as well as your disclosure on page 148 that the underwriter contemplates purchasing a certain number of shares from the selling shareholder.
However, your disclosure on page Alt-1 indicates that the selling shareholder plans to offer all 960,000 of its ordinary shares pursuant
to the resale prospectus, which does not appear to be an underwritten offering. Please revise throughout the registration statement as
appropriate to clarify whether the selling shareholder plans to participate in the underwritten offering. Also clarify which prospectus
you are referring to in your Disclosure on page Alt-2 of the resale prospectus where you refer to “this prospectus and the Resale
Prospectus”.

Response: In response to the
comment, the Company has revised the disclosure accordingly on cover page, explanatory note, and page 147 of the F-1/A to clarify that
the underwriter will not undertake the reselling of Ordinary Shares by the Selling Shareholder, nor does the selling shareholder plan
to participate in the underwritten offering. In addition, the Company also revised the disclosure on page ALT-2 to clarify that only the
Resale Prospectus is referred.

    2

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com, or Elizabeth
Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Wai Hong Lao

    Name:
    Wai Hong Lao

    Title:
    Chief Executive Officer

    cc:
    Elizabeth Fei Chen, Esq.

3

United States securities and exchange commission logo
January 11, 2023
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Registration Statement on Form F-1
Filed December 28, 2022
File No. 333-269043
Dear Wai Hong Lao:
            We have reviewed your 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.
Registration Statement on Form F-1 filed December 28, 2022
Cover Page
1.We note your disclosure on the resale prospectus cover page that "[t]he closing of this
offering is conditioned upon Nasdaq’s final approval of our listing application."  Please
revise your public offering prospectus cover page to also clarify whether the public
offering, in addition to the resale offering, is conditioned on Nasdaq's approval of your
listing.
Exhibit Index, page II-5
2.We note your response to comment 3 that "Paragraphs 3.3 and 3.4 of the exhibit 5.1
referred to the section entitled "Enforceability of Civil Liabilities" and the section entitled

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 January 11, 2023 Page 2
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
January 11, 2023
Page 2
"Taxation"," but we note that counsel does not consent to the inclusion of its name in such
sections of the registration statement.  Please revise paragraph 5.1 of exhibit 5.1, which
appears to be limited to use of counsel's name under the caption "Legal Matters."  Please
refer to Section IV Staff Legal Bulletin No. 19, Section 7 of the Securities Act and Rule
436 of the Securities Act.
General
3.We note your disclosure on the public offering prospectus cover page that "[t]he Selling
Shareholder will sell its Ordinary Shares at a fixed price equal to the initial public offering
price in this offering," but your disclosure in the Selling Shareholder Plan of Distribution
section states that "sales may be at fixed or negotiated prices."  Please revise to reconcile
such disclosure and clarify the pricing on your resale prospectus cover page.  Please revise
as appropriate to also clarify whether such resale offering will be concurrent with your
public offering and whether the selling shareholder plans to sell its shares prior to or after
the closing of the public offering, as we note your risk factor disclosure on page 38
indicates that the selling shareholder may resell their shares in the public market during
your public offering.  Refer to Item 501(b)(3) of Regulation S-K.
4.We note your disclosure on page 14 that "[w]e, our directors and executive officers,
shareholders of 5% or more of our ordinary shares have agreed with the underwriter not to
sell, transfer or dispose of any Ordinary Shares or similar securities for a period of []  days
after the date of this prospectus, subject to certain exceptions."  We also note that it
appears that your selling shareholder, Lucky Partner Enterprises Limited, would be
subject to such lock-up provision, as your disclosure on page 125 states that such selling
shareholder beneficially owns 6% of your shares prior to this offering.  Please revise to
reconcile such disclosure.
5.We note your disclosure on page 125 that includes the selling shareholder in your public
offering prospectus, as well as your disclosure on page 148 that the underwriter
contemplates purchasing a certain number of shares from the selling shareholder.
However, your disclosure on page Alt-1 indicates that the selling shareholder plans to
offer all 960,000 of its ordinary shares pursuant to the resale prospectus, which does not
appear to be an underwritten offering.  Please revise throughout the registration statement
as appropriate to clarify whether the selling shareholder plans to participate in the
underwritten offering.  Also clarify which prospectus you are referring to in your
disclosure on page Alt-2 of the resale prospectus where you refer to "this prospectus and
the Resale Prospectus."

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 January 11, 2023 Page 3
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
January 11, 2023
Page 3
            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.
            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

CORRESP
1
filename1.htm

Galaxy Payroll Group Limited

25th Floor, Ovest

77 Wing Lok Street

Sheung Wan, Hong Kong

December 28, 2022

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

Office of Trade &Services

100 F Street, N.E

Washington, DC 20549

Attn: Brian Fetterolf and Lilyanna Peyser

    Re:
    Galaxy Payroll Group Ltd

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

    Submitted November 10, 2022

    CIK No. 0001905920

Dear Mr. Fetterolf and Ms. Peyser

This letter is being furnished
in response to the comments of the staff (the “Staff”) of the Division of Corporation Finance of the Securities and Exchange
Commission (the “Commission”) that were contained in the Staff’s letter dated November 29, 2022 (the “Comment
Letter”), to Galaxy Payroll Group Ltd. (the “Company” or “Galaxy”) with respect to the Amendment No. 3 to
the Draft Registration Statement.

This letter provides the Company’s
responses to the Staff’s comments contained in the Comment Letter. The text of the Staff’s comments is set forth in bold below,
followed by the responses of the Company.

Amendment No. 3 to Draft Registration Statement on Form F-1 submitted
November 10, 2022

Management’s Discussion and Analysis of Financial Condition and
Results of Operations

Year ended June 30, 2022 compared to year ended June 30, 2021

Results of Operations

Revenues, page 64

 1. In the first paragraph of page 66, you disclose the increase in revenue generated by your employment
services, and consultancy and market research services was outweighed by the decrease in payroll outsourcing services revenue. Please
revise as you had an overall revenue increase. In addition, we note the number of total payroll transactions increased five percent. Please
revise to provide more robust disclosures regarding the reasons for your revenue increase. In doing so, describe and quantify the extent
to which changes are attributable to changes in prices or higher pricing for services provided in new areas.

Response: In
response to the Staff’s comment, the Company has revised its disclosure accordingly on page 66 of the registration statement on
Form F-1 that it files publicly with the Commission on the date herein (the “Form F-1”).

Cost of Revenue, page 66

 2. Please revise to expand your discussion of changes in cost of revenue to address the decrease in cost
of revenue as a percentage of total revenue from thirty-three percent in 2021 to twenty-five percent in 2022.

Response: In response to the
Staff’s comment, the Company has revised its disclosure accordingly on page 67 of the Form F-1.

Exhibit Index, page II-5

 3. We note your response to comment 7 that “the Company has revised its disclosure accordingly in
exhibit 5.1 to add its consent to the sections entitled “Taxation” and “Enforceability of Liabilities,” but the revised
opinion does not appear to include such consent; please revise.

Response: Paragraphs 3.3 and 3.4
of the exhibit 5.1 referred to the section entitled “Enforceability of Civil Liabilities” and the section entitled
“Taxation”, and mentioned such section represents the opinion of the BVI counsel to the extent it relates to the relevant
BVI laws.

Separately to the above, the Company has revised the name of its HK Legal
Advisers throughout the Form F-1 to reflect its new name Han Kun Law Offices LLP as a result of the acquisition of Miao & Co., previously
associated with Han Kun, by Han Kun Law Offices.

We thank the Staff for your
review of the foregoing. If you have any questions, please do not hesitate to contact the undersigned at frank.lao@galaxy-hk.com, or Elizabeth
Fei Chen of Pryor Cashman LLP, outside counsel to the Company, at echen@pryorcashman.com (Tel: 212-326-0199).

    Very truly yours,

    By:
    /s/ Wai Hong Lao

    Name:
    Wai Hong Lao

    Title:
    Chief Executive Officer

    cc:
    Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
November 29, 2022
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted November 10, 2022
CIK No. 0001905920
Dear Wai Hong Lao:
            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. 3 to Draft Registration Statement on Form F-1 submitted November 10, 2022
Management's Discussion and Analysis of Financial Condition and Results of Operations
Year ended June 30, 2022 compared to year ended June 30, 2021
Results of Operations
Revenues, page 64
1.In the first paragraph of page 66, you disclose the increase in revenue generated by your
employment services, and consultancy and market research services was outweighed by
the decrease in payroll outsourcing services revenue.  Please revise as you had an overall
revenue increase.  In addition, we note the number of total payroll transactions increased
five percent.  Please revise to provide more robust disclosures regarding the reasons for

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 November 29, 2022 Page 2
 FirstName LastName
Wai Hong Lao
Galaxy Payroll Group Ltd
November 29, 2022
Page 2
your revenue increase.  In doing so, describe and quantify the extent to which changes are
attributable to changes in prices or higher pricing for services provided in new areas.
Cost of Revenue, page 66
2.Please revise to expand your discussion of changes in cost of revenue to address the
decrease in cost of revenue as a percentage of total revenue from thirty-three percent in
2021 to twenty-five percent in 2022.
Exhibit Index, page II-5
3.We note your response to comment 7 that "the Company has revised its disclosure
accordingly in exhibit 5.1 to add its consent to the sections entitled "Taxation" and
"Enforceability of Liabilities," but the revised opinion does not appear to include such
consent; please revise.
            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
October 13, 2022
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted September 23, 2022
CIK No. 0001905920
Dear Wai Hong Lao:
            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 submitted September 23, 2022
Prospectus Summary, page 1
1.We note your response to comment 18, as well as your revised disclosure.  In each
instance in which you rely on management belief with respect to your conclusions
regarding permissions or approvals in Taiwan and Macau (e.g., pages 25, 57, 102 and 107
of your prospectus), please revise to also state, as you do in your response letter, that the
"Company relies on its own administrative staff to maintain its compliance status," if
true.  Additionally, where you disclose that the "the Company has expressly confirmed to
have received all requisite permissions or approvals in Taiwan and Macau," as you do on
pages 1 and 9, please revise to state that this is based on management belief and that the

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Company relies on its owns administrative staff to maintain its compliance status, if true.
Also, please revise to disclose, if true, that the Company is not required to obtain any
permissions or approvals from the Chinese or Hong Kong authorities to operate its
business.
Transfers of Cash to and from Our Subsidiaries, page 3
2.We note your response to comment 5, as well as your revised disclosure that "Galaxy BVI
has not opened its bank account as of the date of this prospectus" (emphasis added).
Please revise to refer to "Galaxy Payroll BVI," if true, and tell us why your holding
company has been operating without a bank account.  Please also revise your cover page
where you discuss cash transfer to narratively disclose that your subsidiaries have directly
transferred cash to your shareholders due to the absence of a holding company bank
account, as you discuss on page 3.  As applicable, please revise your prospectus to
disclose the risks associated with offering the securities of a holding company that
historically has not maintained a bank account separate from its subsidiaries.
Certain Definitions, page 13
3.We note your response to comment 11 that "the Company respectfully points out to the
Staff that in the definition of 'Operating Entities', it has included all the operating
subsidiaries of the Company."  However, the definition and use of "Operating Entities"
continues to appear to include some but not all of your operating subsidiaries.  Please
revise to remove the "include" language so as to specify which entities you refer to with
the term "Operating Entities."
Our Key Business Milestones, page 51
4.We also note your revised disclosure pertaining to your Founder Shareholders.  However,
your disclosure continues to refer to Mr. Lao as your Controlling Shareholder on page 51.
Please revise to ensure consistency with your description of Mr. Lao as a Founder
Shareholder on page 13.
Principal Shareholders, page 131
5.For each of the 5% shareholders listed, please revise to include a footnote disclosing the
natural persons with investment and/or voting control over such owners.
Exhibit Index, page II-5
6.We note your response to comment 18, as well as your exhibit index, which indicates that
your exhibit 99.2 and exhibit 99.3 opinions are, in part, providing tax opinions of Han
Kun Law Offices, in the case of PRC tax law, and Miao & Co. in the case of Hong Kong
law.  Please revise your exhibit index to include such opinions as exhibit 8 opinions, in
accordance with Item 601 of Regulation S-K.  Where your three tax opinions opine on the
tax consequences of the offering (section 3.3 of Exhibit 8.1, section B(11) of exhibit 99.2

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October 13, 2022
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and section B(i) of exhibit 99.3), please revise to state, as you do in the Taxation section,
that the applicable disclosure in the Taxation section represents counsel's opinion.  Refer
to Section III of Staff Legal Bulletin No. 19.
7.Please revise paragraph (5) of exhibit 5.1 to have Forbes Hare consent to its name in the
sections entitled "Taxation" and "Enforceability of Liabilities" of the registration
statement, as such paragraph only consents to their name in the section entitled "Legal
Matters."  We also note that such paragraph states that "[t]his opinion may be relied upon
by the addressee only" and "may not be relied upon by any other person except with our
prior written consent."  Please remove this inappropriate limitation on reliance.  In this
regard, investors are entitled to rely on the opinions as expressed.  Also revise sections
A(1) and A(7) of exhibit 99.2, as well as sections A(i) and (ii) of exhibit 99.3 to exclude
your client.
            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
September 8, 2022
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Amendment No. 1 to Draft Registration Statement on Form F-1
Submitted August 12, 2022
CIK No. 0001905920
Dear Mr. Lao:
            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 submitted August 12, 2022
Cover Page
1.We note your response to comment 3, as well as your table indicating that Galaxy Payroll
Services Limited and Melkweg Holdings Limited each made distributions to the
shareholders of the group, respectively, in 2020 and 2021.  Please revise the table or
disclose in narrative format how such entities paid such distributions to the shareholders
of your holding company, Galaxy Payroll Group Limited (e.g., whether such entities
directly paid shareholders or if they transferred the cash first to Galaxy Payroll Group
Limited as your disclosure on page 2 indicates, where you discuss dividends paid by
Galaxy Payroll (HK) to your holding company and then ultimately to your shareholders).

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As applicable, discuss how the structure of the company prior to the August 2021
reorganization impacted how these distributions were made.  To the extent that only
certain shareholders of the Group received such distributions, please also revise to state as
much and specify which shareholders.
2.We note your response to comment 4, as well as your amended disclosure discussing
regulation limitations on fund transfer.  Please also disclose whether you have established
any contractual cash management policies that dictate how funds are transferred between
your subsidiaries, holding company and investors.
3.When discussing the Holding Foreign Companies Accountable Act, please update your
factual disclosure throughout your filing to discuss the fact that on August 26, 2022, the
Public Company Accounting Oversight Board (PCAOB) signed a Statement of Protocol
with the China Securities Regulatory Commission and the Ministry of Finance of the
People's Republic of China, taking the first step toward opening access for the PCAOB to
inspect and investigate registered public accounting firms headquartered in mainland
China and Hong Kong.  In particular, revise your disclosure here and on pages 6 and 29-
30.
Corporate Structure, page 2
4.We note your response to comment 7, as well as your amended disclosure.  We reissue the
comment in-part.  Please provide the structure chart in readable format, and in revising
such disclosure, please particularly increase the font size to provide additional clarity to
investors.
Transfers of Cash to and from Our Subsidiaries, page 2
5.We note your response to comment 8, as well as your revised last sentence in the second
paragraph that "[a]s of the date of this prospectus, . . . Melkweg Cayman paid
HK$5,715,963 (US$732,853) to Pine Mountain, Agapao Investment and JEAN Oceania."
Your disclosure appears to indicate that Melkweg Cayman recently paid dividends to
these three shareholders, but we note that according to your disclosure on page 52,
Melkweg Cayman became a subsidiary of the Company in August 2021 and that the three
identified shareholders here are shareholders of the Company.  Please revise to clarify
whether Melkweg Cayman has continued to directly pay dividends to these three
shareholders since its reorganization, and if so, explain why.
6.Please also provide cross-references to the condensed consolidating schedule and the
consolidated financial statements, as you do on the cover page.
Risk Factors Summary, page 6
7.We note your response to comment 11, as well as your revised disclosure at the end of the
Risk Factors Summary section.  We reissue the comment in-part.  Please revise to also
state that, in addition to potential "limitation or restriction to our access to the U.S. capital

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September 8, 2022
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markets," an exchange may determine to delist your securities if the PCAOB is not able to
inspect or investigate completely your auditor.  Additionally, wherever in the
prospectus you discuss the HFCAA, please also discuss the potential impact of the
Accelerating HFCAA, should it be enacted.
8.We note your response to comment 12, as well as your amended disclosure on pages 5 and
6, and we reissue the comment in-part.  Please acknowledge any risks that any actions by
the Chinese government to exert more oversight and control over offerings that are
conducted overseas and/or foreign investment in China-based issuers could significantly
limit or completely hinder your ability to offer or continue to offer securities to investors
and cause the value of such securities to significantly decline or be worthless.
Recent Regulatory Developments in PRC, page 7
9.We note your response to comment 9, as well as your amended disclosure that "[y]our
PRC subsidiary has obtained material PRC permits and licenses for its operation of
business, including the business license."  In connection therewith:

•The disclosure here should not be qualified by materiality.  Please make appropriate
revisions to your disclosure.

•Expand your discussion to apply to your holding company and all of your
subsidiaries, not just your PRC subsidiary, and also address whether such entities are
required to obtain any permissions or approvals required by Hong Kong authorities in
addition to PRC authorities.  In this regard, we note your response pointing to "page
97 and not[ing] that the Company has expressly confirmed to have received all
requisite permissions or approvals in PRC, Hong Kong, Taiwan and Macau to do
business."  Such disclosure should also be included in your prospectus summary.

•In light of the opinions provided by your PRC Legal Advisers and Hong Kong Legal
Advisers, please name such counsel in your registration statement in each instance in
which you are relying upon their opinions (e.g., your disclosure on page 7 regarding
whether you would be subject to cybersecurity review appears to rely on the advice
provided by your PRC Legal Advisers, as well as your disclosure in your risk factor
discussing the CAC on page 28).
10.We note your response to comment 10, as well as your amended disclosure, and we
reissue the comment in-part.  In each instance in which you describe permissions (e.g.
your disclosure that you "have not received or were denied such permissions by the PRC
authorities"), please revise to also address approvals.  Additionally, in addition to the
potential consequence that you "will not be able to list [y]our Ordinary Shares" or
"continue to offer securities," please expand your discussion to discuss additional possible
consequences, including that you could incur material costs to ensure compliance, be
subject to fines and no longer be permitted to continue your current business operations.

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September 8, 2022
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Certain Definitions, page 8
11.We note your response to comment 5 that "there are three largest shareholders with each
holding 15% of the total issued and outstanding shares prior to the completion of the
IPO."  According to your definitions and your disclosure on page 46, it appears that Mr.
Lao, Mr. But and Mr. Yeung are the three shareholders.  As collectively it appears that
they do not hold majority control according to your response, please tell us why you are
referring to them as members of a group of your Controlling Shareholders. Please include
a definition of "Controlling Shareholders" (or other name of such group, should you
change the defined term in accordance with the previous sentence) in the Certain
Definitions section of the prospectus; include in this definition the aggregate beneficial
ownership of such group. We further note that your definition and use of "Operating
Entities" appears to include some but not all of your operating subsidiaries; please revise
to specify which entities you refer to with the term "Operating Entities."
Capitalization, page 44
12.Please update your table to include financial information from the most recent balance
sheet presented in the filing.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
63
13.We note your response to comment 22, as well as your revised disclosure on pages 63 and
72 that provides for a breakdown of your customer type.  Please tell us why the total
number of customers in your charts "disaggregated by customer type" is different from the
total number in your charts "disaggregated by service lines."  In connection therewith,
explain the distinction between similar terms that have different numbers for the same
period.  For example, for the year ended June 30, 2021, it appears that you had 53 total
customers when assessing the data for your customer types comprising channel and direct
end-users, but you had 336 customers when assessing the data for your service lines
comprising end-users and indirect end-users in both employment and payroll outsourcing
services.  In this regard, also explain the difference between "end-users" and "direct end-
users."
Industry, page 78
14.We note your response to comment 27, as well as your amended disclosure.  Please revise
to attribute a source to your statement that "[y]our Group has a slight estimated increase
market share in the payroll outsourcing services market and in employment services
market in Hong Kong in terms of revenue."
Reliance on Major Customers, page 103
15.We note your response to comment 30 that you have filed the “master service agreements
with Safeguard and Celergo, who occupy more than 30% of the revenues in 2021 and

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2020,” as well as your revised exhibit index that includes these agreements.  We also note
your disclosure on page 103 indicating that you have filed as exhibits the service
agreements of your three other largest customers, which appear to be Activpayroll
Ltd., iWorkGlobal LLC and Shield GEO Services Limited.  To the extent that you
substantially depend on any of these customers, please file the relevant agreements as
exhibits to the registration statement.  Please refer to Item 601(b)(ii)(B) of Regulation S-
K.   Alternatively, revise to ensure consistency between your exhibit index and the
disclosure in your prospectus.
Taxation, page 139
16.The first paragraph of this section indicates that the disclosure is the opinion of Han Kun
Law Offices, in the case of PRC tax law, and Forbes Hare, in the case of BVI tax law.
Given that it appears you also filed a tax opinion of Miao & Co. regarding Hong Kong
law, please revise this paragraph to reference that law firm, as well, or tell us why you do
not need to do so. Please file, and revise the exhibit index to include a reference to, the tax
opinion of Forbes Hare. Revise the exhibit index to include each tax opinion.   Revise the
tax opinions so they state, as you do in the Taxation section, that the applicable disclosure
in the Taxation section represents counsel's opinion (as opposed to saying that the
disclosure, for example, "summarizes and describes the matters referred to therein").
Finally, please provide your analysis of whether the uncertainty as to whether you are a
"resident enterprise" should be discussed in the risk factors. Refer to Section III of Staff
Legal Bulletin No. 19.
Notes to Consolidated Financial Statements
Note 3 - Summary of Significant Accounting Policies
Segment Reporting, page F-16
17.You disclose that "no geographical segments are presented" as you generate the majority
of your revenues from clients in Hong Kong.  Please reconcile this disclosure with your
tabular disclosure of revenues disaggregated by service line and geographic market on
pages 62 and 71 which show you generated 78.9% and 48.7% of your total revenues
outside of Hong Kong for the periods presented.  In addition, please tell us how your
current disclosure complies with ASC 280-10-50-41, or revise.
Exhibit Index, page II-4
18.We note your response to comment 37 and we reissue the comment in-part. Please revise
to name your legal advisers in Taiwan and Macau in each applicable instance in your
registration statement, and file their consents as exhibits as required by Section 7 of the
Securities Act and Securities Act Rule 436.
            You may contact Stephen Kim at 202-551-3291 or Adam Phippen at 202-551-3336 if
you have questions regarding comments on the financial statements and related matters.  Please
contact Brian Fetterolf at 202-551-6613 or Lilyanna Peyser at 202-551-3222 with any other

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Wai Hong Lao
Galaxy Payroll Group Ltd
September 8, 2022
Page 6
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Elizabeth Fei Chen, Esq.

United States securities and exchange commission logo
May 13, 2022
Wai Hong Lao
Chief Executive Officer and Director
Galaxy Payroll Group Ltd
25th Floor, Ovest
77 Wing Lok Street
Sheung Wan, Hong Kong
Re:Galaxy Payroll Group Ltd
Draft Registration Statement on Form F-1
Submitted April 13, 2022
CIK No. 0001905920
Dear Mr. Lao:
            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 April 13, 2022
Cover Page
1.Please revise your disclosure to describe your current operating subsidiaries, as you state
here that your operations “were conducted by [y]our indirect wholly-owned subsidiary,
Galaxy Payroll Services Limited in Hong Kong or Galaxy Payroll (HK) and its
subsidiaries, or the operating entities” (emphasis added).  In connection therewith, revise
your disclosure to ensure consistency in how you describe your operating subsidiaries
here and throughout the prospectus (e.g., state that you primarily operate through Galaxy
Payroll (HK) but that you also operate through other subsidiaries in the Group, if true).

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2.Acknowledge that Chinese regulatory authorities could disallow your corporate structure,
which would likely result in a material change in your operations and/or a material change
in the value of the securities you are registering for sale, including that it could cause the
value of such securities to significantly decline or become worthless. Provide a cross-
reference to your detailed discussion of risks facing the company and the offering as a
result of this structure.  Prominently state that you are not a Chinese operating company,
as your current disclosure only states that you are a "holding company with no
operations." Finally, provide more specific cross-references to the risks discussed on the
cover page.
3.Provide a description of how cash is transferred through your organization, as you do in
the prospectus summary, and disclose your intentions to distribute earnings or settle
amounts owed. State whether any transfers, dividends, or distributions have been made to
date between the holding company and its subsidiaries, or to investors, and quantify the
amounts where applicable. Provide cross-references to the condensed consolidating
schedule and the consolidated financial statements.  Additionally, please amend your
disclosure here, in the summary risk factors, on pages 2-3 of the prospectus summary and
in the risk factors to state that, to the extent cash and/or assets in the business is in the
PRC/Hong Kong or a PRC/Hong Kong entity, the funds and/or assets may not
be available to fund operations or for other use outside of the PRC/Hong Kong due to
interventions in or the imposition of restrictions and limitations on the ability of you or
your  subsidiaries by the PRC government to transfer cash and/or assets.  On the cover
page, provide cross-references to these other discussions in the prospectus summary,
summary risk factors and risk factors sections.
4.We note your disclosure on pages 2-3 that discusses some of your cash management
policies, such as regulatory limitations on your ability to transfer cash between you, your
subsidiaries or investors.  Please briefly discuss such limitations here and provide a cross-
reference to your discussion of this issue in your summary.  In both places, describe any
other regulatory cash management policies, as well as any such policies that are
contractual in nature, and identify which regulations/contracts dictate which policies.
 Please also highlight the restricted cash that you note on pages 58 and 59, and quantify
the amount of restricted cash held in Hong Kong, the PRC, Macau and Taiwan.
5.Please identify your "largest shareholder" and amend your disclosure to describe that
through such shareholder's majority ownership of your company, it will have the ability to
control the outcome of matters submitted to stockholders for approval, including the
election of directors, amendments to your organizational documents and any merger or
other major corporate transaction.  Additionally, please conform your use of "largest
shareholder" with your use of "Controlling Shareholders" throughout the prospectus, or
advise as to why these are distinct groups.  Please further revise to ensure consistency
with your risk factor entitled "[o]our officers, directors and principal shareholders own a
significant percentage . . " beginning on page 27.  Include a risk factor detailing the risks
associated with being a controlled company. In revising your disclosure, please ensure

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that the controlling shareholders are discussed on the cover page and in appropriate places
throughout the prospectus.
6.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 or entities are conducting the
business operations.  In this regard, please include your definition of "we" or "us" on the
cover page, which we note you discuss on page 9.
Prospectus Summary, page 1
7.Please revise the diagram of the company’s corporate structure to provide such diagram in
readable format, identifying the person or entity that owns the equity in each depicted
entity. Describe all contracts and arrangements with your in-country partners, and in
revising your disclosure identify your Major In-Country Partner, as discussed on page 5.
Identify clearly the entity in which investors are purchasing their interest and the entities
in which the company’s operations are conducted. Describe any uncertainties with respect
to such partners' contractual agreements with you and how your type of corporate
structure may affect investors and the value of their investment, including how and why
the contractual arrangements may be less effective than providing services directly in
certain countries and address whether the company may incur any challenges and related
costs to enforce the terms of the arrangements. Last, please file any material partnership
contracts as an exhibit to this registration statement, including your agreement with Major
In-Country Partner.
8.Please revise the third sentence of this section to clarify, if true, that the referenced
dividends to be paid by Galaxy Payroll (HK) are to Galaxy Payroll BVI. Explain why you
state in various places that Galaxy Payroll BVI depends on dividends paid by Galaxy
Payroll (HK), when it appears that any of Galaxy HR (Macau), Galaxy HR (TW) and
Galaxy HR (SZ) may pay dividends to Galaxy Payroll BVI. Also clarify why Galaxy
Payroll BVI depends on dividends for its ability to "ability to pay dividends to its
shareholders and to service any debt" but not, it appears, for its ability to pay any other
obligations. Please revise the penultimate sentence of the first paragraph of this section to
clarify which entity(ies) in "the Group" declared and paid the referenced dividends and
which entity's (entities') "shareholders" were paid dividends. Revise the last sentence of
the second paragraph of this section to clarify which entity(ies) in "the Group" paid the
referenced amount, for what purpose the payment was made, and to whom the payment
was made. You state that Galaxy Payroll (HK) paid a shareholder’s loan to Galaxy HR
(Macau); however, your earlier disclosure states that Galaxy Payroll BVI is the only entity
that pays shareholder loans; please revise for consistency and accuracy. To the extent that
Galaxy Payroll (HK) did pay the shareholder's loan, please disclose the amount paid for
the shareholder's loan and the amount paid for payroll funds and service fees. Provide
cross-references to the condensed consolidating schedule and the consolidated financial
statements.

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9.We note your disclosure that "[t]o the knowledge of the management, as of the date of this
prospectus, the Company is not required to obtain regulatory approval for this offering of
our Ordinary Shares to foreign investors from the PRC authorities, or to pass
cybersecurity review of CAC."  Please revise to also state whether you are required to
obtain PRC regulatory approvals for the operation of your business. In addition, reconcile
this statement with your disclosure elsewhere regarding the Labor Dispatch Operation
Permit. Explain the bases for your conclusions regarding whether you are required to
obtain permissions or approvals from Chinese authorities, including why you are not
required to pass cybersecurity review of CAC. In this regard, we note your disclosure on
page 91 that you "handle a substantial amount of personal data related to individual
employees and [y]our end-users and customers."  If you did not obtain an opinion of
counsel regarding whether permissions or approvals (from the CAC or another PRC
regulatory body) are required, state as much and explain why; in this regard, we note
references in the prospectus to your PRC, Taiwan and Macau counsel.  Last, make
conforming changes and ensure consistency in your risk factor discussing the CAC on
pages 21-2, in which you state that you "do not believe [you] currently are among the
network platform operators" within the scope of the Cybersecurity Review Measures and
that you "believe that [you] are currently compliant with the regulations or policies that
have been issued by the CAC to date" (which suggests that you are, in fact, subject to the
permissions requirements of the CAC).
10.State whether you are covered by permission requirements of the China Securities
Regulatory Commission (CSRC). State affirmatively whether you have received all
requisite permissions or approvals and whether any permissions or approvals have been
denied. Please also describe the consequences to you and your investors if you or your
subsidiaries do not receive or maintain required permissions or approvals, inadvertently
conclude that such permissions or approvals are not required, or applicable laws,
regulations or interpretations change and you are required to obtain such permissions or
approvals in the future.  Last, ensure consistency in your discussion of such permissions
and approvals throughout the prospectus.  In this regard, we note that the Labor Dispatch
Operation Permit commenced on January 24, 2022 according to your disclosure on page
92, but your disclosure on pages 37 and 85 notes that you obtained such permit in 2019
(e.g., explain if such permit was renewed in 2022).  We also note that you discuss your
PRC Legal advisers on page 92 but not 46.
11.Disclose that trading in your securities may be prohibited under the Holding Foreign
Companies Accountable Act if the PCAOB determines that it cannot inspect or investigate
completely your auditor, and that as a result an exchange may determine to delist your
securities. Disclose that your auditor is not subject to the determinations announced by the
PCAOB on December 16, 2021, as you disclose on the cover page, if true. Where you
discuss the HFCAA, please also discuss the potential impact of the Accelerating HFCAA,
should it be enacted.

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Risk Factors Summary, page 5
12.In your summary of risk factors, disclose the risks that your corporate structure and being
based in or having the majority of the company’s operations in China and Hong Kong
poses to investors. In particular, describe the significant regulatory, liquidity, and
enforcement risks with specific cross-references to each such risk factor included in the
more detailed discussion of these risks in the prospectus. For example, specifically discuss
risks arising from the legal system in China, including risks and uncertainties regarding
the enforcement of laws and that rules and regulations in China can change quickly with
little advance notice; and the risk that the Chinese government may intervene or influence
your operations at any time, or may exert more control over offerings conducted overseas
and/or foreign investment in China-based issuers, which could result in a material change
in your operations and/or the value of the securities you are registering for sale.
Acknowledge any risks that any actions by the Chinese government to exert more
oversight and control over offerings that are conducted overseas and/or foreign investment
in China-based issuers could significantly limit or completely hinder your ability to offer
or continue to offer securities to investors and cause the value of such securities to
significantly decline or be worthless.
Our Corporate Information, page 6
13.We note your disclosure that your principal executive offices are located in Sheung
Wan, Hong Kong.  However, we also note your disclosure that the "Group’s headquarters
are in Hong Kong, China, Taiwan, and Macau."  Revise to ensure consistency and
accuracy.
Risk Factors, page 13
14.We note your disclosure about the Holding Foreign Companies Accountable Act on page
22. Please expand the risk factor to disclose that the United States Senate has passed the
Accelerating Holding Foreign Companies Accountable Act, which, if enacted, would
decrease the number of “non-inspection years” from three years to two years, and thus,
would reduce the time before your securities may be prohibited from trading or delisted.
Additionally, explain why you have bracketed your disclosure that the PCAOB did not
identify your auditor as subject to inspection in its December 16, 2021 report.
Risks Relating to Information Contained in this Prospectus, page 24
15.We note that your risk factors entitled "Certain statistics and facts . . . " and "We strongly
caution you not to place any reliance . . ." appear to disclaim responsibility with respect to
third party information.  Please either delete these risk factors or revise to state that you
are responsible for such information.  Please also remove the statement that "[y]our
Company does not undertake any obligation to update publicly or release any revisions of
any forward-looking statements, whether as a result of new information, future events or
otherwise," as this also appears to be disclaiming responsibility for your disclosures.

 FirstName LastNameWai Hong Lao
 Comapany NameGalaxy Payroll Group Ltd
 May 13, 2022 Page 6
 FirstName LastNameWai Hong Lao
Galaxy Payroll Group Ltd
May 13, 2022
Page 6
Enforceability of Civil Liabilities, page 32
16.We note your disclosure that "a majority of our directors and officers are nationals and/or
residents of countries other than the United States."  Please revise to disclose whether any
director/officer is located in the PRC, Hong Kong or Macau, and identify the relevant
individuals. Additiona