August 29, 2024

Kam Cheung Cheung
Executive Director
OneConstruction Group Limited
Room 6808A, 68/F
Central Plaza
18 Harbor Road
Wanchai, Hong Kong

       Re: OneConstruction Group Limited
           Draft Registration Statement on Form F-1
           Submitted August 2, 2024
           CIK No. 0002030834
Dear Kam Cheung Cheung:

       We have reviewed your 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.

Draft Registration Statement on Form F-1 submitted August 2, 2024
Cover Page

1.     Please revise to clearly state the location of your auditor's
headquarters. Please also revise
       here and elsewhere where you discuss the HFCA Act to reconcile your
disclosures
       regarding the location of your auditor's headquarters. For example, we
note your cross-
       reference to the risk factor on page 25, "Although the audit report
included in this
       prospectus is prepared by U.S. auditors who are currently inspected by
the PCAOB . . . ,"
       which indicates that Audit Alliance LLP is headquartered in the U.S.
However, you state
       elsewhere that Audit Alliance LLP is headquartered in Singapore. We note
similar
       inconsistent references to Audit Alliance LLP being U.S. auditors or a
U.S.-based
       accounting firm on pages 8, 25, and 26.
 August 29, 2024
Page 2

Prospectus Summary
Summary of Risk Factors, page 7

2.     Please revise your Summary of Risk Factors so that it is no more than
two pages. Also
       move the Summary of Risk Factors so that they immediately precede the
Risk Factors
       section that begins on page 21. See Item 3 of Form F-1 and Item 105(b)
of Regulation S-
       K.
Recent Regulatory Developments in the PRC, page 13

3.     We refer to your statement on page 15 that you do not currently expect,
among other laws
       and regulations, the Draft Overseas Listing Regulations to have an
impact on your
       business, operations, or this offering. Please revise to also state
whether you expect
       the Trial Measures, together with the Guidance Rules and Notice, to have
an impact on
       your business, operations, or this offering.
Implications of Being an Emerging Growth Company and a Foreign Private Issuer,
page 18

4.     Please revise here and your risk factor on page 46, "As a foreign
private issuer, we are
       permitted to adopt certain home country practices in relation to
corporate governance
       matters . . .," to clarify whether you intend to follow home country
corporate governance
       practices. To the extent that you intend to follow home country
corporate governance
       practices, please revise your disclosure to identify such practices and
briefly explain how
       they differ from the corporate governance requirements of Nasdaq.
Risk Factors
Risks Related to Our Business and Industry
Delay in the commencement and progress of public projects . . ., page 37

5.     Please revise to disclose whether, during the fiscal years ended March
31, 2023 and 2024,
       you experienced delays in the commencement and/or progress of public
projects that had
       a material impact on your business, financial condition, or results of
operations.
Use of Proceeds, page 56

6.     We note that the allocation of proceeds of the offering to working
capital or general
       corporate purposes is based on your present plans. Please revise to
discuss any specific
       principal intended uses for the proceeds of this offering, and identify,
if known, the
       approximate amount of proceeds you intend to use for such specific
purposes. For
       example, we note disclosure on page 78 that as part of your growth
strategy you intend to
       use a portion of net proceeds for up-front costs for future projects and
that you currently
       plan to hire additional project managers, quantity surveyors and
engineers after the
       offering. We also note that you have bank borrowings and loans from a
related party, as
       disclosed on pages 71 and 72. If you will use proceeds of this offering
to repay all or a
       portion of these borrowings, please also disclose this and include the
additional
       information required by Item 3.C.4 of Form 20-F.
 August 29, 2024
Page 3
Management's Discussion and Analysis of Financial Condition and Results of
Operations
Comparison of Fiscal Years Ended March 31, 2023 and March 31, 2024
Cost of revenue, page 67

7.     Please revise to identify and briefly discuss the drivers of material
variances in each of the
       individual components of your cost of revenue. For example, we note that
costs for
       procuring materials decreased year-over-year by approximately 18%.
However, your
       disclosure elsewhere, such as your risk factor on page 36 regarding the
shortage or
       increase in global steel prices, suggests that costs for procuring
materials would be
       expected to increase year-over-year.
Liquidity and Capital Resources, page 70

8.     Please revise to provide all the information required by Item 5.B of
Form 20-F,
       including material cash requirements from indebtedness and other
obligations. For
       example, we note your disclosure on pages 71-72 regarding cash generated
from
       financing activities, including net proceeds from a loan due to a
related company of
       $1,517,000 and $4,885,000 during the fiscal years ended March 31, 2023
and 2024,
       respectively. Please also file as exhibits the agreements or contracts
made in
       connection with the loan. Refer to Item 601(b)(10) of Regulation S-K.
Trend Information, page 72

9.     We note your statement that you are not aware of any trends,
uncertainties, demands,
       commitments or events that are reasonably likely to have a material
effect on you. Please
       tell us what consideration you have given to whether the items described
under "Market
       Challenges and Threats" on pages 52 and 53 may be reasonably like to
have a material
       effect on your net sales or revenues, income from continuing operations,
profitability,
       liquidity or capital resources, or would cause reported financial
information not
       necessarily to be indicative of future operating results or financial
condition.
Business, page 75

10.    Please revise to disclose OneC Engineering's registrations as a
Registered Specialist Trade
       Contractor for Concreting and Reinforcement Bar Fixing, as you discuss
on page 96.
       Specify when, if at all, such registrations expire and briefly discuss
how you monitor
       OneC Engineering's continued compliance with the requirements of these
registrations.
       Please also revise to disclose that OneC Engineering, as a
subcontractor, relies on the
       general contractor's registration as a Registered General Building
Contractor, as you
       discuss on page 91.
11.    Please revise your discussion of the principal steps in a project and
approximate project
       timeframe, as applicable, to highlight whether or how delays may impact
the operating
       subsidiary's operations and results of operations. In this regard, we
note that the majority
       of your revenue is derived from public sector projects and you discuss
various factors that
       may cause delays to public sector projects, including on pages 37 and
52, such as political
       disagreements or filibustering, objections or legal actions by the
public, and fiscal deficits
       or budget cuts.
 August 29, 2024
Page 4
Related Party Transactions, page 103

12.    Please revise to provide all the information required by Item 7B. of
Form 20-F. For
       example, we note your disclosure in Note 18. Related Party Transactions
on page F-22
       regarding the loan due to a related company. Please also file as
exhibits the agreements
       or contracts made in connection with related party transactions, as
applicable. Refer to
       Item 601(b)(10) of Regulation S-K.
General

13.    Where you discuss the legal and operational risks associated with being
based in and
       having the majority of your operations in China (including Hong Kong),
please revise to
       discuss the commensurate laws and regulations in Hong Kong and any risks
and
       consequences to you and/or the operating subsidiary associated with
these laws and
       regulations. For example, disclose on the cover page how any regulatory
actions related to
       data security or anti-monopoly concerns in Hong Kong have or may impact
the
       company   s ability to conduct its business, accept foreign investments,
or list on a U.S. or
       foreign exchange. Also provide risk factor disclosure to explain whether
there are any
       commensurate laws or regulations in Hong Kong which result in oversight
over data
       security and explain how this oversight impacts the company   s business
and the offering
       and to what extent the company believes that it is compliant with the
regulations or
       policies that have been issued.
14.    Please supplementally provide us with copies of all written
communications, as defined in
       Rule 405 under the Securities Act, that you, or anyone authorized to do
so on your behalf,
       present to potential investors in reliance on Section 5(d) of the
Securities Act, whether or
       not they retain copies of the communications.

       Please contact Howard Efron at 202-551-3439 or Shannon Menjivar at
202-551-3856 if
you have questions regarding comments on the financial statements and related
matters. Please
contact Benjamin Holt at 202-551-6614 or Pam Long at 202-551-3765 with any
other questions.



                                                            Sincerely,

                                                            Division of
Corporation Finance
                                                            Office of Real
Estate & Construction
cc:   Ying Li, Esq.