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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

July 21, 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 for the Fiscal Year Ended August 31,
    2022

    Filed December 30, 2022

    Response dated May 23, 2023

    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 June 27, 2023 regarding our Form 20-F for fiscal year ended August 31, 2022 and our response letter dated May 23, 2023. For ease
of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.

Response Letter dated May 23, 2023

Part 1

Item 3. Key Information, page 3

    1.
    We note your response to comment 2, as well as your proposed disclosure that “[i]t 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.” Also disclose how such recent statements or actions have or may impact your ability to accept foreign investments. Tell us what your disclosure will look like.

Response: In response
to the Staff’s comment, we propose to revise the following disclosures at the onset of Item 3. Key Information (revisions in italic):

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”. As of the date of this report, these new laws and guidelines have not impacted the Company’s ability to conduct
its business, or list and trade on a U.S. or other foreign exchange as the Company has listed on NYSE before these laws take effect and
the business activities conducted by the VIE do not affect national security; however, there are uncertainties in the interpretation and
enforcement of these new laws and guidelines, which could materially and adversely impact our business and financial outlook and may impact
our ability to accept foreign investments or continue to list on a U.S. or other foreign exchange. Any change in foreign investment regulations,
and other policies in China or related enforcement actions by China government could result in a material change in our operations and
the value of our securities and could significantly limit or completely hinder our ability to offer our securities to investors or cause
the value of our securities to significantly decline or be worthless.

    2.
    We note your proposed disclosure that “[y]our auditor, OneStop Assurance PAC (“OneStop”), is a firm registered with the PCAOB and is subject to laws in the United States . . . .” Please disclose the location of your auditor’s headquarters. Tell us what your disclosure will look like.

Response: In response
to the Staff’s comment, we propose to add the following disclosures (revisions in italic):

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 headquartered in Singapore
with its address 10 Anson Road, #13-09, International Plaza, Singapore 079903, and 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.

Transfers Between Our Company and Our Subsidiaries, page 4

    3.
    We note your response to comment 3, as well as your proposed disclosure that “[d]uring 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.” However, your disclosure on page 7 states that “[c]ash transfers were mainly for the purpose of providing working capital between Meta Data and its subsidiaries, VIEs and its subsidiaries and WFOE that is the primary beneficiary of the VIEs.” As your disclosure on page 7 indicates that there were historically cash transfers between the former VIEs and you and your subsidiaries, please reconcile such disclosure, and to the extent that there have been transfers between you, your subsidiaries and former VIEs, quantify the amounts and state the direction of transfer and any tax consequences. Tell us what your disclosure will look like.

Response: In response
to the Staff’s comment, we propose to revise the following disclosures (revisions in italic):

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. Cash, not in the form of earnings distribution, was transferred between our Company, our
subsidiaries and the former VIEs for the purpose of providing working capital between Meta Data, its subsidiaries, VIEs and its subsidiaries
and WFOE. As set forth in the tables below, intercompany receivables were cash transferred from Meta Data (for example) to other entities
that are consolidated, while intercompany payables were cash received by Meta Data (for example). Please refer to Note 2(d) to the Consolidated
Financial Statements – Consolidated of variable interest entities – for a more detailed description in regard to these matters.

    2

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 liabilities
      222,315
      18,264
      4,939,851
      499,785
      5,680,215

    Non-current liabilities
      -
      -
      -
      241,115
      241,115

    Total liabilities
      222,315
      18,264
      4,939,851
      740,900
      5,921,330

    Total shareholders’ equity (net assets)
      1,321
      90
      (4,833,222 )
      (551,629 )
      (5,383,440 )

    As of August 31, 2021

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

 their
    Meta
    Consolidated

    consolidated
    of the VIE
    subsidiaries
     Data
    total

    RMB
    RMB
    RMB
    RMB
    RMB

    Intercompany receivables
      3,670,240
      3,608,176
      6,275,233
      2,081,389
      -

    Current assets excluding intercompany receivables
      6,239
      59,187
      293,021
      107,771
      466,218

    Current assets
      3,676,479
      3,667,363
      6,568,254
      2,189,160
      466,218

    Non-current assets excluding investment in subsidiaries
      191
      15,038
      21,726
      -
      36,955

    Non-current assets
      191
      15,038
      21,726
      -
      36,955

    Total assets
      6,430
      74,225
      314,747
      107,771
      503,173

    Intercompany payables
      5,301,895
      3,208,560
      6,878,456
      246,127
      -

    Current liabilities excluding intercompany payables
      3,613
      4,370
      4,295,643
      413,951
      4,717,577

    Current liabilities
      5,305,508
      3,212,930
      11,174,099
      660,078
      4,717,577

    Non-current liabilities
      22,643
      -
      158,084
      226,114
      406,841

    Total liabilities
      26,256
      4,370
      4,453,727
      640,065
      5,124,418

    Total shareholders’ equity (net assets)
      (19,826 )
      69,855
      (4,138,980 )
      (532,294 )
      (4,621,245 )

    3

The condensed consolidating table below
disaggregated the Consolidated Statements of Operations and Comprehensive Income (Loss) of the Company into Meta Data, the former VIEs
and their subsidiaries, the WFOE that is the primary beneficiary of the former VIEs and an aggregation of other entities that are consolidated
for the financial years ended August 31, 2021 and 2022.

    For the years ended August 31, 2022

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

 their
    Meta
    Consolidated

    consolidated
    of the VIE
    subsidiaries
     Data
    total

    RMB
    RMB
    RMB
    RMB
    RMB

    Net revenues
      14,605
      -
      -
      -
      14,605

    Cost of revenues
      (12,787 )
      -
      -
      -
      (12,787 )

    Gross profit
      1,818
      -
      -
      -
      1,818

    Operating expenses
      (418 )
      -
      -
      (367,698 )
      (368,116 )

    Income (loss) from operations
      1,400
      -
      -
      (367,698 )
      (366,298 )

    Other expenses
      (79 )
      -
      -
      (50,930 )
      (51,009 )

    Income (loss) before income taxes
      1,321
      -
      -
      (418,628 )
      (417,307 )

    Provision for income taxes
      -
      -
      -
      -
      -

    Net income (loss) from continuing operations
      1,321
      -
      -
      (418,628 )
      (417,307 )

    Net income (loss) from discontinuing operations
      -
      (470,413 )
      (312,272 )
      -
      (782,685 )

    For the years ended August 31, 2021

    Other
 entities
 that are
    WFOE
 that is