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 February 4, 2026

Zhichen Sun
Chief Executive Officer
XChange TEC.INC
Room 613, No.259, Guoxia Road
Yangpu District, Shanghai, 200433
People s Republic of China

 Re: XChange TEC.INC
 Amendment No 1. to
 Registration Statement on Form F-3
 Filed October 29, 2025
 File No. 333-290136
Dear Zhichen Sun:

 We have reviewed your amended registration statement and have the
following
comments.

 Please respond to this letter by amending your registration statement
and providing the
requested information. 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 any amendment to your registration statement and the
information you
provide in response to this letter, we may have additional comments. Unless we
note otherwise,
any references to prior comments are to comments in our September 25, 2025
letter.

Registration Statement on Form F-3
General

1. We note your response to prior comment 1 to our letter dated September
17, 2025 related
 to your Annual Report on Form 20-F for the fiscal year ended September
30,
 2024. Based on your response it appears that you have sold 25,770,000
ADSs since
 December 2023, the date when your business changed from
"technology-driven long-
 term apartment rental platform in China" to the "insurance agency and
insurance
 technology business" in the PRC. Please provide us with legal analysis
as to why the
 acquisition of the new insuretech business did not constitute a
fundamental change that
 required you to file a post-effective amendment to the registration
statement on Form F-
 3, file no. 333-258187, to continue to make sales off of that
registration statement.
 February 4, 2026
Page 2

2. We note your responses to prior comments 8 and 11 in our letter dated
September 17,
 2025 related to your Annual Report on Form 20-F for the fiscal year
ended September
 30, 2024. We also note that the prior transaction with Haoju Artificial
Intelligence
 Technology Co., Ltd. was a related party transaction. Please revise the
registration
 statement to include this related party transaction, as well as other
related party
 transactions for the period specified in Item 7 of Form 20-F.
3. Please provide us with your analysis explaining why the sale of
ownership in your
 apartment rental business and subsequent acquisition of insuretech
business did not
 require shareholder approval or registration under Rule 145 of the
Securities Act.
4. Based on your response to our prior comment 1 to our letter dated
September 17, 2025, it
 appears that you have sold 25,770,000 ADSs since December 2023. Please
provide us
 with detailed legal analysis as to your Form F-3 eligibility at each of
the three takedowns
 in 2024 and 2025. Please clarify how you concluded that you were
eligible to sell 13.9
 million ADSs on December 19, 2024, 2 million ADSs on March 18, 2025 and
9.87
 million ADSs on April 18, 2025. Please be detailed as to what your
public float was at
 each of the referenced takedowns and detail the timeliness of all
applicable updates to
 your financial statements.
 Please contact Aisha Adegbuyi at 202-551-8754 or Tonya Aldave at
202-551-3601 with
any other questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Finance
cc: Marc Rivera, Esq.
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