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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

August 16, 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 July 21, 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 August 10, 2023 regarding our Form 20-F for fiscal year ended August 31, 2022 and our response letter dated July 21, 2023. For ease
of reference, we have repeated the Commission’s comments in this response and numbered them accordingly.

Response Letter dated July 21, 2023

Transfers Between Our Company and Our Subsidiaries, page 4

    3.
    We note your response to comment 3, as well as your revised disclosure that “[c]ash, 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.” Please 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). There is no tax consequence arising from the
cash transfer. 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.

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 )

    2

    As of August 31, 2021

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

    Consolidated

    consolidated
    of the VIE
    subsidiaries
    Meta 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 )

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

    WFOE

    Other
 entities
    that is the
 primary

    that are
    beneficiary
    VIEs and their

    Consolidated

    consolidated
    of the VIE
    subsidiaries
    Meta 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 )

    3

    For the years ended August 31, 2021

    WFOE

    Other
 entities
    that is the
 primary

    that are
    beneficiary
    VIEs and their

    Consolidated

    consolidated
    of the VIE
    subsidiaries
    Meta Data
    total

    RMB
    RMB
    RMB
    RMB
    RMB

    Net revenues
      -
      -
      -
      -
      -

    Cost of revenues
      -
      -
      -
      -
      -

    Gross profit
      -
      -
      -
      -
      -

    Operating expenses
      -
      -
      -
      (62,602 )
      (62,602 )

    Income (loss) from operations
      -
      -
      -
      (62,602 )
      (62,602 )

    Other expenses
      -
      -
      -
      (47,312 )
      (47,312 )

    Income (loss) before income taxes
      -
      -
      -
      (109,914 )
      (109,914 )

    Provision for income taxes
      -
      -
      -
      -
      -

    Net income (loss) from continuing operations
      -
      -
      -
      (109,914 )
      (109,914 )

    Net income (loss) from discontinuing operations
      (2,442 )
      (165,383 )
      (4,747,755 )
      -
      (4,915,580 )

The condensed consolidating table below
disaggregated the Consolidated Statements of Cash Flows of the Company into Meta Data, the VIEs and their subsidiaries, the WFOE that
is the primary beneficiary of the VIEs and an aggregation of other entities that are consolidated for the financial years ended August
30, 2021 and 2022.

    For the years ended August 31, 2022

    WFOE

    Other
    that is the

    entities
    primary

    that are
    beneficiary
    VIEs and their

    Consolidated

    consolidated
    of the VIE
    subsidiaries
    Meta Data
    total

    RMB
    RMB
    RMB
    RMB
    RMB

    Net cash provided by (used in) operating activities from continuing operations
      200,902
      -
      -
      (253,029 )
      (52,127 )

    Net cash provided by (used in) operating activities from discontinuing operations
      -
      (53,524 )
      (196,293 )
      -
      (249,817 )

    Net cash used in investing activities from continuing operations

      -
      58,965
      58,965

    Net cash used in investing activities from discontinuing operations

      20,750
      -
      20,750

    Net cash provided by (used in) financing activities from continuing operations
      -
      -
      -
      211,361
      211,361

    Net cash provided by (used in) financing activities from discontinuing operations
      -
      -
      (55,110 )
      -
      (55,110 )

    Effect of exchange rate changes on cash and restricted cash from continuing operations
      -
      -
      -
      (54,983 )
      (54,983 )

    Effect of exchange rate changes on cash and restricted cash from discontinuing operations
      -
      -
      49,622
      -
      49,622

    Net increase (decrease) in cash and restricted cash
      200,902
      (53,524 )
      (181,031 )
      (37,686 )
      (71,339 )

    Cash and restricted cash from continuing and discontinued operations, beginning of year
      -
      57,926
      287,521
      39,196
      384,643

    Cash and restricted cash from continuing and discontinued operations, end of year
      200,902
      4,402
      106,490
      1,510
      313,304

    4

    For the years ended August 31, 2021

    WFOE

    Other
    that is the

    entities
    primary

    that are
    beneficiary
    VIEs and their

    Consolidated

    consolidated
    of the VIE
    subsidiaries
    Meta Data
    total

    RMB
    RMB
    RMB
    RMB
    RMB

    Net cash provided by (used in) operating activities from continuing operations
      -
      -
      -
      (54,033 )
      (54,033 )

    Net cash provided by (used in) operating activities from discontinuing operations
      (1,167 )
      29,266
      164,277
      -
      192,376

    Net cash used in investing activities from continuing operations
      -
      -
      -
      219,010
      219,010

    Net cash used in investing activities from discontinuing operations
      -
      15
      (366,972 )
      -
      (366,957 )

    Net cash provided by (used in) financing activities from continuing operations
      -
      -
      -
      (483,965 )
      (483,965 )

    Net cash provided by (used in) financing activities from discontinuing operations
      -
      -
      (451,225 )
      -
      (451,225 )

    Effect of exchange rate changes on cash and restricted cash from continuing operations
      -
      -
      -
      (15,848 )
      (15,848 )

    Effect of exchange rate changes on cash and restricted cash from discontinuing operations
      -
      -
      -
      -
      -

    Net increase (decrease) in cash and restricted cash
      (1,167 )
      29,281
      (653,920 )
      (334,836 )
      (960,642 )

    Cash and restricted cash from continuing and discontinued operations, beginning of year
      11,677
      28,645
      930,931
      374,032
      1,345,285

    Cash and restricted cash from continuing and discontinued operations, end of year
      10,510
      57,926
      277,011
      39,196
      384,643

Cash is transferred within the Company through
the banking system in PRC. Under the VIE agreements, the Company intends to distribute all or part of VIEs’ earnings after eliminating
VIEs’ accumulated losses and making appropriation of VIEs’ after-tax net income into the statutory surplus reserve based on
at least 10% of the after-tax net income determined in accordance with generally accepted accounting principles of the PRC. When there
are retained earnings available for distribution, the distribution of VIEs’ earnings will be through payment of service fees to
Meta Data, such service fee is subject to 6% value-added sales tax, other taxes of 12% which calculation is based on 6% value-added taxes.
Under the VIE agreements, when there is a change of shareholder in VIEs, amount owed by VIEs to the Company should be first settled. Cash
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.

Dividends, Distributions
or Transfers Made to our Company and U.S. Investors and Tax Consequences

Under the Cayman
Islands law, we are permitted to provide funding to our subsidiaries through loans or capital contributions without restrictions on the
amount of the funds, and we are permitted to pay a dividend out of either profit or share premium amount, provided that in no circumstances
may a dividend be paid if this would result in us being unable to pay our debts due in the ordinary course of business.

Meta HK is permitted
under the laws of Hong Kong to provide funding to Meta Data, the holding company incorporated in Cayman Islands through dividend distribution
without restrictions on the amount of the funds. Both Meta Data and Meta HK currently intend to retain all available funds and future
earnings, if any, for the operation and expansion of our business and do not anticipate declaring or paying any dividends in the foreseeable
future. Any future determination related to our dividend policy will be made at the discretion of our board of directors after considering
our financial condition, results of operations, capital requirements, contractual requirements, business prospects and ot