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                              February 12, 2024

       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
                                                            Amendment No. 5 to
Draft Registration Statement on Form F-1
                                                            Submitted January
24, 2024
                                                            CIK No. 0001951229

       Dear Kin Chung Chan:

            We have reviewed your amended draft registration statement and have
the following
       comments.

              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 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 the information you provide in response to this
letter and your amended
       draft registration statement or filed registration statement, we may
have additional
       comments. Unless we note otherwise, any references to prior comments are
to comments in our
       December 6, 2023 letter.

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

       Experts, page 153

   1.                                                   Please revise to
identify each specific set of audited and reviewed financial statements
                                                        included in your
registration statement.
       Reitar Logtech Holdings Limited Consolidated Financial Statements
       Consolidated Statements of Income and Comprehensive Income, page F-4

   2.                                                   We note you
retrospectively restated your weighted average number of ordinary shares for
                                                        the year ended March
31, 2023. In light of your issuance of shares in November 2022,
                                                        please clarify for us
how the weighted average shares for the year ended March 31, 2023
                                                        is the same number of
shares that are outstanding as of March 31, 2023.
 Kin Chung Chan
Reitar Logtech Holdings Ltd
February 12, 2024
Page 2
Reitar Capital Partners Limited Consolidated Financial Statements, page F-39

3.    We note your response to our comment 4 and your inclusion of the
financial statements
      for Reitar Capital Partners Limited as of and for the years ended March
31, 2023 and
      2022. We note you acquired Reitar Capital Partners Limited in November
2022. Please
      tell us how you determined it was appropriate to present pre-acquisition
and post-
      acquisition financial statements on a combined basis. Alternatively,
please revise to
      provide pre-acquisition financial statements for the periods required by
Rule 3-05 of
      Regulation S-X.
Unaudited Pro Forma Condensed Combined Financial Information, page F-66

4.    Please tell us and revise your filing to clarify where you have derived
the information in
      the column for Reitar Capital Partners Limited (Historical).
Reitar Logtech Holdings Limited Unaudited Condensed Consolidated Financial
Statements
Unaudited Interim Condensed Consolidated Statements of Cash Flows, page F-72

5.    It appears that your statement of cash flows does not incorporate the
change in restricted
      cash. Please tell us how your presentation is consistent with ASC
230-10-45-4.
Notes to the Unaudited Condensed Consolidated Financial Statements
18. Taxes, page F-96

6.    Please expand your disclosure to explain in more detail the nature of the
   Tax losses not
      recognized    differential of 50.6% for the six months ended September
30, 2023 in the
      effective tax rate reconciliation table. We refer you to ASC
740-10-50-12.
       Please 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
February 12, 2024 Page 2
cc:       William Ho, Esq.
FirstName LastName