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Meta Data Limited

Flat H3/F, Haribest Industrial Building , 45-47
Au Pui Wan Street

Sha Tin New Territories, Hong Kong

May 23, 2023

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

Office of Life Sciences

100 F Street, N.E.

Washington, DC 20549

    Attn:
    Brian Fetterolf

    Jennifer López Molina

    Keira Nakada

    Linda Cvrkel

    Re:

    Meta Data Ltd

    Annual Report on Form 20-F

    Filed December 30, 2022

    File No. 001-38430

Ladies and Gentlemen:

Meta Data Limited (the “Company”,
“AIU,” “we”, “us” or “our”) hereby transmits its response
to the letter received from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”),
dated April 27, 2023 regarding our Form 20-F for fiscal year ended August 31, 2022. For ease of reference, we have repeated the Commission’s
comments in this response and numbered them accordingly.

Annual Report on Form 20-F filed December 30, 2022

Part 1

Item 3. Key Information, page 1

    1.
    In future filings, please disclose prominently that you are not a Chinese or Hong Kong operating company but a Cayman Islands holding company with operations conducted by your subsidiaries and that this structure involves unique risks to investors. Your disclosure should acknowledge that Chinese regulatory authorities could disallow this structure, which would likely result in a material change in your operations and/or a material change in the value of your ADSs, including that it could cause the value of such ADSs to significantly decline or become worthless. Provide a cross-reference to your detailed discussion of risks facing the company as a result of this structure.

Response: In response
to the Staff’s comment, we propose to add the following disclosures at the onset of Item 3. Key Information:

Meta Data Limited (formerly
known as OneSmart International Education Group Limited) (the “Company” or “Meta Data”) is a holding company
incorporated in the Cayman Islands in March 2017 and not a Chinese or Hong Kong operating company. As a holding company with no material
operations of our own, we conduct our operations through our subsidiaries, Metaverse Information Technology Limited (“Meta HK”)
in Hong Kong and Metaverse Digital Technology Co., Limited (“Meta Digital”) in Wyoming, United States. Our current corporate
structure involves unique risks to investors. Our securities are securities of Meta Data, the offshore holding company in the Cayman
Islands, instead of securities of our subsidiaries. Investors may never hold equity interests in our subsidiaries.

The following diagram
illustrates our corporate structure, including our subsidiaries, as of the date of this amendment to the annual report:

Meta HK faces various
legal and operational risks and uncertainties relating to its operations in Hong Kong. Our current corporate structure does not contain
any variable interest entity (the “VIE”) in mainland China and we do not have intention establishing any VIEs in mainland
China in the future. If in the future there is any significant change to the current political arrangements between mainland China and
Hong Kong and mainland China’s expanded authority in Hong Kong result in the PRC regulatory authorities disallowing our current
corporate structure, or if in the future our structure were to contain a VIE and the mainland PRC regulatory authorities expand to Hong
Kong and disallow the VIE structure, it would likely result in a material adverse change in our operations, and the value of our securities
may decline significantly in value or become worthless. Although currently we do not have any business operations in mainland China nor
do we have any VIE structure and we believe that the laws and regulations of the PRC applicable in China do not currently have any material
impact on our business, financial condition or results of operations, we face risks and uncertainties associated with the complex and
evolving PRC laws and regulations and as to whether and how the recent PRC government statements and regulatory developments, such as
those relating to VIE, data and cyberspace security, and anti-monopoly concerns, would be applicable to a company such as the Company
or Meta HK given our substantial operations in Hong Kong and the Chinese government’s significant oversight authority over the conduct
of business in Hong Kong.

In light of China’s
recent expansion of authority in Hong Kong, we are subject to the risks of uncertainty about any future actions of the PRC government
or authorities in Hong Kong. The Chinese government may intervene or influence our current and future operations in Hong Kong at any
time, or may exert more control over offerings conducted overseas and/or foreign investment in issuers likes ourselves. We believe that,
on the basis that we currently do not have any business operations in mainland China, we currently are not required to obtain approvals
from Chinese authorities to operate our business or list on the U.S. exchanges and offer securities; specifically, Meta HK is currently
not required to obtain any permission or approval from the China Securities Regulatory Commission (“CSRC”), Cyberspace Administration
of China (“CAC”) or any other PRC governmental authority to operate its business or for us to continue to list our securities
on a U.S. securities exchange or issue securities to foreign investors. However, there is no assurance that there will not be any changes
in the economic, political and legal environment in Hong Kong in the future. Should the PRC government choose to affect operations of
any company with any level of operations in Hong Kong, or should certain PRC laws and regulations or these statements or regulatory actions
become applicable to the VIEs in the future. Such governmental actions: (i) could significantly limit or completely hinder our ability
to continue our operations; (ii) could significantly limit or hinder our ability to offer or continue to offer our ADSs to investors;
and (iii) may cause the value of our ADSs to significantly decline or be worthless.

    2

We are also aware that
recently, the PRC government initiated a series of regulatory actions and statements to regulate business operations in certain areas
in mainland China with little advance notice, including cracking down on illegal activities in the securities market, enhancing supervision
over mainland Chinese companies listed overseas using variable interest entity structure, adopting new measures to extend the scope of
cybersecurity reviews, and expanding the efforts in anti-monopoly enforcement. Nevertheless, since these statements and regulatory actions
are new, it is highly uncertain how soon the legislative or administrative regulation making bodies will respond and what existing or
new laws or regulations or detailed implementations and interpretations will be modified or promulgated, if any. It is also highly uncertain
what the potential impact such modified or new laws and regulations will have on Meta HK’s daily business operation, and the continued
listing of our ADSs on a U.S. or other foreign exchanges. If any or all of the foregoing were to occur, it may significantly limit or
completely hinder our ability to complete this offering or cause the value of our ADSs to significantly decline or become worthless. See
“Risk Factors - Risks Related to Our Corporate Structure” and “Risk Factors - Risks Relating to Doing Business in Hong
Kong”.

In addition, our ADSs
may be prohibited from trading on a national exchange or over-the-counter under the Holding Foreign Companies Accountable Act (the “HFCA
Act”) if the Public Company Accounting Oversight Board (United States) (the “PCAOB”) is unable to inspect our auditors
for three consecutive years beginning in 2021. Our auditor, OneStop Assurance PAC (“OneStop”), is a firm registered with the
PCAOB and is subject to laws in the United States pursuant to which the PCAOB conducts regular inspections to assess its compliance with
the applicable professional standards and is not subject to the determinations announced by the PCAOB on December 16, 2021. If trading
in our ADSs is prohibited under the HFCA Act in the future because the PCAOB determines that it cannot inspect or fully investigate our
auditor at such future time, NYSE may determine to delist our ADSs and trading in our ADSs could be prohibited. On December 29, 2022,
legislation entitled “Consolidated Appropriations Act, 2023” (the “Consolidated Appropriations Act”) was signed
into law by President Biden, which, among other things, amended HFCA Act by requiring the SEC to prohibit an issuer’s securities
from trading on any U.S. stock exchanges if its auditor is not subject to PCAOB inspections for two consecutive years instead of three,
thus reducing the time period for triggering the prohibition on trading. Furthermore, our auditor is not among the auditor firms listed
on an HFCA Act Determination List, which includes all of the auditor firms that the PCAOB is not able to inspect. While our auditor is
based in the U.S. and is registered with the PCAOB and subject to PCAOB inspection, in the event it is later determined that the PCAOB
is unable to inspect or investigate completely our auditor because of a position taken by an authority in a foreign jurisdiction, then
such lack of inspection could cause trading in our ADSs to be prohibited under the HFCA Act, and ultimately result in a determination
by a securities exchange to delist our Ordinary Shares. On August 26, 2022, the PCAOB signed a Statement of Protocol (the “SOP”)
Agreement with the CSRC and China’s Ministry of Finance. The SOP Agreement, together with two protocol agreements (collectively,
“SOP Agreements”), governing inspections and investigations of audit firms based in mainland China and Hong Kong, 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. Pursuant to the fact sheet with respect to the Protocol disclosed by the U.S. Securities and Exchange Commission
(the “SEC”), the PCAOB shall have independent discretion to select any issuer audits for inspection or investigation and has
the unfettered ability to transfer information to the SEC. On December 15, 2022, the PCAOB Board determined that the PCAOB was able to
secure complete access to inspect and investigate registered public accounting firms headquartered in mainland China and Hong Kong and
voted to vacate its previous determinations to the contrary. However, should PRC authorities obstruct or otherwise fail to facilitate
the PCAOB’s access in the future, the PCAOB Board will consider the need to issue a new determination.

    2.
    In future filings, please 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 your ADSs or could significantly limit or completely hinder your ability to continue to offer ADSs to investors and cause the value of such ADSs 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 or anti-monopoly concerns, have or may impact the company’s ability to conduct its business, accept foreign investments, or list on a U.S. or other foreign exchange. Please disclose the location of your auditor’s headquarters and whether and how the Holding Foreign Companies Accountable Act, as amended by the Consolidated Appropriations Act, 2023, and related regulations will affect your company.

Response: Please see our response to comment
1 above.

    3

    3.
    Provide a description of how cash is transferred through your organization and disclose your intentions to distribute earnings or settle amounts owed under the VIE agreements, if any. State whether any transfers, dividends, or distributions have been made to date between the holding company its subsidiaries, and consolidated VIEs, or to investors, and quantify the amounts where applicable and state the direction of transfer and any tax consequences. Your disclosure should make clear if no transfers, dividends or distributions have been made to date. Provide cross-references to the condensed consolidating schedule and the consolidated financial statements. Describe any restrictions on foreign exchange and your ability to transfer cash between entities, across borders, and to U.S. investors. Describe any restrictions and limitations on your ability to distribute earnings from the company, including your subsidiaries, to the parent company, consolidated VIE and U.S. investors, as well as the ability to settle amounts owed under the VIE agreements. Tell us what your disclosure will look like.

Response: In response
to the Staff’s comment, we respectfully propose to add the disclosures at the onset of Item 3. Key Information after our responses
to comment 1 as follows:

Transfers
Between Our Company and Our Subsidiaries

As of the date
of this amendment to the annual report, our current corporate structure does not contain any variable interest entity in mainland China
and we do not have intention establishing any VIEs in mainland China in the future.

Our management
is directly supervising cash management. Our finance department is responsible for establishing the cash management policies and procedures
among our departments and the operating entities. Each department or operating entity initiates a cash request by putting forward a cash
demand plan, which explains the specific amount and timing of cash requested, and submitting it to designated management members of our
Company, based on the amount and the use of cash requested. The designated management member examines and approves the allocation of cash
based on the sources of cash and the priorities of the needs, and submit it to the cashier specialists of our finance department for a
second review. Other than the above, we currently do not have other cash management policies or procedures that dictate how funds are
transferred.

During the
fiscal years ended August 31, 2022 and 2021, our Company, our subsidiaries, and the former VIEs have not distributed any earnings or settled
any amounts owed under the VIE Agreements.

The condensed consolidating table below
disaggregated the Consolidated Balance Sheets of the Company into Meta Data, the former VIEs and their subsidiaries, the former WFOE
that is the primary beneficiary of the former VIEs, of which assets and liabilities are classified as discontinued operation, and an
aggregation of other entities that are consolidated as of August 31, 2022 and 2021.

    As of August 31, 2022

    Other
 entities
 that are
    WFOE
 that is the
 primary
 beneficiary
    VIEs and

 their
    Meta Data
    Consolidated

    consolidated
    of the VIE
    subsidiaries
    Ltd.
    total

    RMB
    RMB
    RMB
    RMB
    RMB

    Intercompany receivables
      22,734
      -
      -
      173,602
      196,336

    Current assets excluding intercompany receivables
      200,902
      18,354
      106,629
      15,669
      341,554

    Current assets
      223,636
      18,354
      106,629
      189,271
      537,890

    Non-current assets excluding investment in subsidiaries
      -
      -
      -
      -

    Non-current assets
      -
      -
      -
      -
      -

    Total assets
      223,636
      18,354
      106,629
      189,271
      537,890

    Intercompany payables
      196,336
      -
      -
      -
      196,336

    Current liabilities excluding intercompany payables
      25,979
      18,264
      4,939,851
      499,785
      5,483,879

    Current lia