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                             August 2, 2023

       Tsz Him Leung
       Chief Executive Officer
       Alpha Technology Group Ltd.
       Unit B, 12/F, 52 Hung To Road
       Kwun Tong, Kowloon, Hong Kong

                                                        Re: Alpha Technology
Group Ltd.
                                                            Amendment No. 3 to
Registration Statement on Form F-1
                                                            Filed July 17, 2023
                                                            File No. 333-273289

       Dear Tsz Him Leung:

             We have reviewed your amended registration statement and have the
following
       comments. In some of our comments, we may ask you to provide us with
information so we
       may better understand your disclosure.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe our comments apply to your
facts and
       circumstances or do not believe an amendment is appropriate, please tell
us why in your
       response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to these comments, we may have additional comments.
Unless we note
       otherwise, our references to prior comments are to comments in our June
28, 2023 letter.

       Registration Statement on Form F-1 filed July 17, 2023

       Dilution, page 76

   1.                                                   Please revise to
include dilution as of March 31, 2023.
       Corporate History and Structure, page 79

   2.                                                   Provide pro forma
financial statements prepared in accordance with Article 11 of
                                                        Regulation of S-X to
give effect to Alpha Technology Group Limited's acquisition
                                                        of Techlution and NSL.
 Tsz Him Leung
FirstName  LastNameTsz
Alpha Technology  GroupHim
                       Ltd. Leung
Comapany
August     NameAlpha Technology Group Ltd.
       2, 2023
August
Page 2 2, 2023 Page 2
FirstName LastName
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Results of Operations
Six months ended March 31, 2023 compared to six months ended March 31, 2022,
page 89

3.       Please expand the discussion to detail the impact of the business
combination on October
         12, 2022 of NSL and Techlution on your results of operations in fiscal
2023 and
         separately discuss any material changes in operations prior to the
business combination.
4.       Refer to the disclosure of related party transactions on page F-44 in
which HK$1.41
         million of the HK$1.585 million of NFT revenue was to Fuchsia Capital
Limited, a
         related party owned by your executive director. Revise the discussion
of the increase in
         revenue from NFT projects to clarify that the revenues are related
party revenues.
5.       Please expand the discussion of Listing expenses on page 90 to explain
the nature of
         listing expenses expensed during the period as compared to the accrued
listing expenses of
         HK$12.5 million disclosed on page 93 and deferred offering costs of
HK$15.4 million on
         the balance sheet as of March 31, 2023.
6.       Please expand the discussion to include the business combination of
NSL and Techlution
         on October 12, 2022, including the basis for your belief that the
transaction should be
         accounted for as a business combination under ASC 805 rather than as a
reorganization of
         entities under common control at historical cost due to the common
control disclosed on
         page F-28. Please expand your accounting policy for principals of
combination in Note 2
         on page F-28 accordingly.
Critical Accounting Policies, page 96

7.       We note in your discussion of revenues on page 89 that you derived
revenue from two
         NFT projects, creating an NFT marketplace for a customer and creating
NFT artworks,
         developing an NFT minting site and preparing a proposal in relation to
an NFT-related
         game for a customer primarily engaged in investment and fund
management. Please
         expand your critical accounting policies for revenue on page 97 and
your accounting
         policies in the March 31, 2023 financial statements on pages F-33 and
F-34 to address
         these revenues or tell us how the existing revenue recognition
accounting policies apply to
         these new revenue streams.
Business
NFT Marketplace, page 112

8.       Refer to prior comment 1, where we requested a more detailed
description of the
         conversion process for in-game assets to crypto assets, including to
cryptocurrencies or
         NFTs. Please further clarify how in-game assets are incorporated into
smart contracts,
         including how game players understand the conversion of in-game assets
to external
 Tsz Him Leung
Alpha Technology Group Ltd.
August 2, 2023
Page 3
         crypto assets through the immediate execution of the smart contracts.
Additionally,
         disclose specifically which crypto assets users can exchange their
in-game assets into, and
         how the exchange or conversion rate to crypto assets is determined.
9.       We note your response to prior comment 2. Please disclose what
cryptocurrencies are
         available on the marketplace. In that regard, we note your disclosure
that "[e]ach time a
         player earns an in-game coin, the smart contract is automatically put
into execution and
         exchanges the in-game coin with cryptocurrency in accordance with the
pre-
         determined exchange rate." In addition, clarify whether these
transactions will occur on
         the platform created by Techlution and which cryptocurrencies will be
available on the
         platform.
10.      Please clarify who owns and operates the NFT marketplace. For
comparison, we note the
         disclosure regarding the development of a NFT minting site that once
it    passes the user
         acceptance test, its ownership and management will be transferred to
the customer.
Combined Financial Statements, page F-3

11.      Please indicate that the combined financial statements are predecessor
financial
         statements.
Note 11. Subsequent Events, page F-21

12.      Regarding the sale and purchase agreement, please disclose the nature
and purpose of the
         March 23, 2023 addendum and advise us. Similarly revise the disclosure
on page F-45.
Alpha Technology Group Limited Combined Financial Statements, page F-23

13.      Since Alpha acquired 100% of the equity interests in NSL and TSL on
October 12, 2022,
         it is unclear why you have labeled the interim financial statements as
combined and not
         consolidated. Please revise or advise us.
14.      Explain to us your basis for combining the pre-acquisition results of
operations and cash
         flows of the predecessor with the post-acquisition results of
operations and cash flows of
         the registrant. We note there was a change in control and the
post-acquisition financial
         statements reflect a different cost basis.
Combined Statements of Operation and Comprehensive Loss, page F-25

15.    Indicate in the heading above the March 31, 2022 column that it is the
results of
       operations of a predecessor. In light of the change in control, insert
of bold vertical line to
FirstName LastNameTsz Him Leung
       separate the results of operations of the predecessor and the
registrant. Please make
Comapany    NameAlpha
       similar revisions Technology   Group
                         in your balance      Ltd.statements of changes in
shareholders' deficit, and
                                          sheets,
Auguststatements   of cash
        2, 2023 Page  3 flows.
FirstName LastName
 Tsz Him Leung
FirstName  LastNameTsz
Alpha Technology  GroupHim
                       Ltd. Leung
Comapany
August     NameAlpha Technology Group Ltd.
       2, 2023
August
Page 4 2, 2023 Page 4
FirstName LastName
Note 2. Summary of Significant Accounting Policies, page F-28

16.      We note that for many of your accounting policies you only refer to
the "Predecessor."
         Please expand the accounting policies to address all policies of the
registrant and its
         consolidated subsidiaries, NSL and Techlution. Please also revise
Notes 5, 6, 7, 8, 9 and
         11 accordingly.
Note 7. Income Tax, page F-42

17.      Please complete the effective tax rate chart on page F-42 to include
the effect of non-
         deductible expense, change in valuation allowance and effective income
tax rate.
Note 12. Subsequent Events, page F-45

18.      We note that you state that you have not accounted for any bonus or
shortfall payment
         since the Guaranteed Profit cannot be determined at this time. We also
note that you have
         recorded a net loss in the period following the acquisition. Please
expand the disclosure to
         quantify the current status of the Guaranteed Profit, such as the
amount of future profits
         required in order to trigger payments to the Seller or the amount of
payment due from the
         Seller in 2027 if no future profits are earned.
        You may contact Claire DeLabar, Senior Staff Accountant, at (202)
551-3349 or Robert
Littlepage, Accounting Branch Chief, at (202) 551-3361 if you have questions
regarding
comments on the financial statements and related matters. Please contact Marion
Graham, Staff
Attorney, at (202) 551-6521 or Matthew Derby, Legal Branch Chief, at (202)
551-3334 with any
other questions.



                                                               Sincerely,

                                                               Division of
Corporation Finance
                                                               Office of
Technology
cc:      Ying Li