United States securities and exchange commission logo





                               January 24, 2023

       Kin Chung Chan
       Chairman and Chief Executive Officer
       Reitar Logtech Holdings Ltd
       c/o Unit 801, 8th Floor, Tower 2, The Quayside, 77 Hoi Bun Road
       Kwun Tong, Kowloon, Hong Kong

                                                        Re: Reitar Logtech
Holdings Ltd
                                                            Draft Registration
Statement on Form F-1
                                                            Submitted December
27, 2022
                                                            CIK No. 0001951229

       Dear Kin Chung Chan:

              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

       Cover Page

   1.                                                   Provide prominent
disclosure about the legal and operational risks associated with being
                                                        based in or having the
majority of the company   s operations in Hong Kong. Your
                                                        disclosure should make
clear whether these risks could result in a material change in your
                                                        operations and/or the
value of the ordinary shares you are registering for sale or 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.
                                                        Your disclosure should
address how recent statements and regulatory actions by China   s
                                                        government, such as
those related to data security, anti-monopoly concerns, and China's
                                                        extension of authority
into Hong Kong, has or may impact the company   s ability to
 Kin Chung Chan
Reitar Logtech Holdings Ltd
January 24, 2023
Page 2
         conduct its business, accept foreign investments, or list on a U.S. or
other foreign
         exchange. Your prospectus summary should address, but not necessarily
be limited to, the
         risks highlighted on the prospectus cover page.
Prospectus Summary, page 1

2.       Please revise your summary to disclose your reliance on a small number
of customers for
         the vast majority of your total revenue for the past two fiscal years.
Summary of Risk Factors
Risks Relating to Doing Business in the Jurisdictions in which Our Operating
Subsidiaries
Operate, page 3

3.       Please significantly expand your summary risk factors to address each
of your material
         China-related risks. For each of the risks related to China that you
list here, please also
         include specific cross references, with page numbers, to the more
detailed discussion of
         those risks addressed elsewhere in the prospectus.
Enforcement of Civil Liabilities, page 53

4.       Please identify each officer and/or director located in China or Hong
Kong and disclose
         that it will be more difficult to enforce liabilities and enforce
judgments on those
         individuals. For example, revise to discuss more specifically the cost
and time
         constraints. Also, please similarly revise the related risk factors on
pages 38 and 44, as
         applicable.

Corporate History and Structure, page 55

5.       Disclosures throughout your filing indicate that you deemed Reitar
Logtech Holdings
         Limited's acquisition of Reitar Capital Partners Limited to be a
business combination
         subject to the acquisition method. Please explain, citing relevant
accounting guidance,
         how you concluded that Reitar Capital Partners Limited was not
acquired as an entity
         under common control before and after its acquisition, and therefore
subject to the
         acquisition method. Within your response, please address that prior to
its acquisition, the
         equity holders of Reitar Capital Partners Limited were also senior
management and/or
         shareholders of Reitar Logtech Holdings Limited.
6.     The above comment notwithstanding, please tell us how you determined
that Reitar
FirstName LastNameKin Chung Chan
       Logtech Holdings Limited was the accounting acquirer and that Reitar
Capital Partners
Comapany   NameReitar
       Limited          Logtech Holdings
               was the accounting        LtdWithin your response, please
reference
                                  acquiree.
Januaryparagraphs 4 and2 5 of ASC 805-10-25 and paragraphs 10-15 of ASC
805-10-55.
        24, 2023 Page
FirstName LastName
 Kin Chung Chan
FirstName  LastNameKin  Chung Chan
Reitar Logtech Holdings Ltd
Comapany
January 24,NameReitar
            2023      Logtech Holdings Ltd
January
Page 3 24, 2023 Page 3
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
59

7.       We note on page 14 your identification of specific key operating data
with respect to the
         Kamai Group and Reitar Group. Please tell us what consideration you
gave to discussing
         these metrics in relation to the operating results of each. We refer
you to Item 303(a) of
         Regulation S-K and Section III.B.1. of SEC Release No. 33-8350.
Discussion and Analysis of the Results of Operations of Reitar Group
Results of Operations
Year ended March 31, 2022 compared to year ended March 31, 2021, page 76

8.       Please revise your discussion of income tax expenses to address why
Reitar Capital
         Partners Limited has income tax expense despite having a loss before
income tax
         expenses. Within the revised results of operations disclosures, please
clarify the nature of
         the line item for expenses not deductible that is listed in the rate
reconciliation on page F-
         41.
Business
Competition, page 98

9.       We note your stated belief there are no other one-stop comprehensive
solution providers
         like you in the geographical markets in which you operate, and your
disclosure on page 88
         regarding your leading market position. We also note your statement
that you are one of
         the first movers into the logistics solution industry in your markets.
Please tell us the
         basis for these statements. Clarify whether you have significant
competitors for the
         various services you provide including, for example, consultation on
technological
         logistical solutions and construction management and engineering
design services. We
         note your disclosure that you compete based on your one-stop PLT
solutions. Please
         clarify whether you compete on any other basis in the areas where you
provide services.
Management, page 106

10.      Please provide us the background of the people primarily responsible
for preparing and
         supervising the preparation of your financial statements and their
knowledge of U.S.
         GAAP and SEC rules and regulations. Without identifying people by
name, for each
         person please tell us:
             What role they take in preparing your financial statements and
evaluating the
             effectiveness of your internal control;
             What relevant education and ongoing training they have had
relating to U.S. GAAP;
             The nature of their contractual or other relationship to you;
             Whether they hold and maintain any professional designations such
as Certified
             Public Accountant (U.S.) or Certified Management Accountant; and
             Their professional experience, including experience in preparing
and/or auditing
             financial statements prepared in accordance with U.S. GAAP.
 Kin Chung Chan
FirstName  LastNameKin  Chung Chan
Reitar Logtech Holdings Ltd
Comapany
January 24,NameReitar
            2023      Logtech Holdings Ltd
January
Page 4 24, 2023 Page 4
FirstName LastName
Compensation, page 112

11.      We note your statements regarding compensation on page 112. Please
reconcile this
         disclosure with your salary and allowance disclosure on pages 64 and
80.
Related Party Transactions, page 115

12.      Please describe clearly the relationships between each of the entities
identified on pages
         115 and 116 and the related parties.
United States Federal Income Tax Considerations, page 134

13.      Please revise the statement on page 135 that the discussion is for
informational purposes
         only. For guidance, refer to Section III.D.1 of Staff Legal Bulletin
No. 19.
Over-Allotment Option, page 139

14.      We note your disclosure on page 43 regarding techniques employed by
short sellers.
         Please address whether the underwriter may engage in short sales in
connection with the
         offering. To the extent the underwriter may engage in short sales
please explain what short
         sales are, what covered short sales are and what naked short sales
are.
Price Stabilization, page 141

15.      Please explain your disclosure that the Securities Act and Exchange
Act rules and
         regulations you reference "may lift the timing of purchases and sales
of shares of capital
         stock by the Underwriter acting as principal" and clarify whether the
underwriter may
         engage in price stabilization activities.
Experts, page 145

16.      Please revise your experts section to specifically identify both sets
of financial statements
         that have been included in the registration statement.
Reitar Logtech Holdings Limited
Notes to Consolidated Financial Statements
Note 14. Disaggregated Revenue, page F-19

17.      Please revise to disclose the aggregate amount of the transaction
price allocated to
         performance obligations under construction management and engineering
design service
         contracts that are unsatisfied as of March 31, 2022, as well as an
explanation of when you
         expect to recognize such revenue. We refer you to ASC 606-10-50-13.
Schedule I - Parent Only Financial Information, page F-25

18.      Please revise your disclosure to clarify if the parent only
information is audited or
         unaudited. To the extent it is unaudited, please clearly label the
schedule as unaudited.
 Kin Chung Chan
FirstName  LastNameKin  Chung Chan
Reitar Logtech Holdings Ltd
Comapany
January 24,NameReitar
            2023      Logtech Holdings Ltd
January
Page 5 24, 2023 Page 5
FirstName LastName
         To the extent it is audited, please revise to provide a report from
your independent
         registered public accounting firm.
Reitar Capital Partners Limited
Consolidated Statements of Loss and Comprehensive Loss for the Years Ended
March 31, 2021
and 2022, page F-29

19.      We note that your cost of revenue does not include depreciation.
Please tell us how your
         presentation of gross profit complies with the guidance in SAB Topic
11B.
20.      Please tell us how your description of revenue and cost of revenue
complies with Rule 5-
         03 of Regulation S-X. In this regard, please tell us how you
determined it was
         unnecessary to label the line items as income from rentals and
expenses applicable to
         rental income. This comment also applies to your labeling in the
Unaudited Pro Forma
         Condensed Combined Financial Information as it appears you are
combining revenues
         from services with income from rentals and cost of services with
expenses applicable to
         rental income.
21.      It appears that depreciation of property and equipment represents a
significant portion of
         your general and administrative expense line item. Please revise to
disaggregate
         depreciation expense from general and administrative expenses, or tell
us how you
         determined such disaggregation is not necessary. Reference is made to
Rule 5-03 of
         Regulation S-X.
Note 2. Summary of Significant Accounting Policies and Practices
Deposits Paid, page F-34

22.      You disclose that deposits paid represent refundable amounts paid to
tenants. We note
         your disclosure on page 77 states that these amounts are deposits paid
to facility service
         providers under the cold storage facility service agreements during
the year. Please tell us
         the nature of these deposits and revise your disclosure for
consistency.
Revenue Recognition, page F-35

23.      It appears that you may provide nonlease services to your tenants
(i.e., management and
         consultation services, utilities). With respect to your activities as
a lessor, please tell us if
         you have elected the practical expedient to not separate nonlease
components from
         associated lease components. To the extent you have elected such
practical expedient,
         please tell us if the lease components or the nonlease components are
the predominant
         component. Further, to the extent applicable, please revise your
filing to include your
         accounting policy election in accordance with ASC 842-30-50-3A.
24.      We note you record an asset for utility usage receivable from
customers and record a
         liability for utility payable and others. Please revise your
accounting policy to clarify if
         you account for utility revenues and utility expenses on a gross or
net basis, or tell us why
         this disclosure is not applicable.
 Kin Chung Chan
Reitar Logtech Holdings Ltd
January 24, 2023
Page 6
Unaudited Pro Forma Condensed Combined Financial Information, page F-42

25.   Please tell us how you considered the guidance in Regulation S-X Rule
11-02(a)(6) and
      (7) and explain why you have not provided any pro forma adjustments in
your pro forma
      income statement schedule for the year ended March 31, 2022 presented
here and on
      pages 13, 58, and 81. Please also explain why your pro forma balance
sheet schedule
      presented here and on pages 13, 58, and 82 does not include any purchase
accounting fair
      value adjustments for the assets and liabilities of Reitar Capital
Partners Limited, as
      required by GAAP.
26.   We note your pro forma financial information is presented in United
States dollars. We
      further note the Company's reporting currency is Hong Kong dollars.
Please tell us how
      you determined it was appropriate to present your pro forma financial
information in a
      currency other than your reporting currency.
27.   Please tell us how you determined it was unnecessary to present pro forma
earnings per
      share. Reference is made to Rule 11-02 of Regulation S-X.
Note 1 - Pro forma adjustments
Purchase Price Consideration, page F-48

28.   We note your disclosure that the Fair value of the Company   s 10,000
ordinary shares
      issued on November 9, 2022 is US$536,582. Please revise your disclosure
to provide
      qualitative and quantitative information with respect to how this value
was derived.
29.   We note your disclosure that the total purchase price consideration in
the Business
      Combination was allocated to net assets acquired based on their estimated
fair values as of
      the acquisition date. Please revise your disclosure to provide
qualitative and quantitative
      information with respect to how the estimated fair values of the assets
acquired and
      liabilities assumed were derived.
       You may contact Frank Knapp at 202-551-3805 or Jennifer Monick at
202-551-3295 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Ruairi Regan at 202-551-3269 or Maryse Mills-Apenteng at 202-551-3457
with any
other questions.



                                                           Sincerely,
FirstName LastNameKin Chung Chan
                                                           Division of
Corporation Finance
Comapany NameReitar Logtech Holdings Ltd
                                                           Office of Real
Estate & Construction
January 24, 2023 Page 6
cc:       William Ho, Esq.
FirstName LastName