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XChange TEC.INC

September 26, 2025

VIA EMAIL

Division of Corporation Finance

Office of Finance

U.S. Securities and Exchange Commission

100 F Street, NE

Washington, D.C. 20549-6010

    Re:

    XChange TEC.INC

    Form 20-F for Fiscal Year Ended September 30, 2024

    Filed January 22, 2025

    File No. 001-39111

Ladies and Gentlemen:

This letter is in response
to the letter dated September 17, 2025 from the staff (the “Staff”) of the Securities and Exchange Commission (the “Commission”)
addressed to XChange TEC.INC (the “Company,” “we,” and “our”). For ease of reference, we have recited
the Commission’s comments in this response and numbered them accordingly.

Form 20-F for Fiscal Year Ended September 30, 2024

General

    1.
    We note that you recent filed two current reports on Form 6-K dated September 3, 2025 and September 24, 2024, incorporating by reference your prior registration statement on Form F-3. We also note prospectus supplement on Form 424B5 filed on September 24, 2024. Please tell us if you sold any securities pursuant to your registration statement on Form F-3 file no. 333-258187 since December 2023. If you made sales, please tell us the dates and number of securities sold.

Response:
We respectfully advise the Staff that the Company sold the following securities under the registration statement on Form F-3 file
no. 333-258187 since December 2023:

    Date
    Number of Securities

    December 19, 2024
    13,900,000 American depositary shares (“ADSs”)

    March 18, 2025
    2,000,000 ADSs

    April 18, 2025
    9,870,000 ADSs

    Total
    25,770,000 ADSs

    2.
    In future filings, please revise to describe briefly why you sold the previous rental apartment business and how you decided to acquire your insurance related business. Please include proposed draft disclosure in your response. In addition, tell us in your response letter why you were not required to obtain shareholder approval for the sale of the old business or the acquisition of the insurance business or advise if and how shareholder approval has been obtained.

Response: In
future filings, we will add the following disclosures in connection with the sale of the rental apartment business and the acquisition
of the insurance related business (collectively, the “Transactions”):

“At that time, Company’s
rental apartment business was failing to meet performance expectations, operating at a financial loss, while market conditions remained
unfavorable. Meanwhile, China’s insurance industry was experiencing steady growth. After careful deliberation, the Company’s
management team decided to pursue a business transformation.”

We respectfully advise the
Staff that based on the Company’s understanding, shareholder approval for the Transactions is not required under the Nasdaq Listing
Rules, the applicable Cayman Islands laws, or the Company’s then effective memorandum and articles of association. Therefore, the
Company did not obtain shareholder approval for the Transactions.

    3.
    Please tell us whether you have issued or plan to issue shares to prior shareholders of Alpha Mind. In this regard we note your disclosure on page 9 that you “intend to pay the rest of the Notes by either using the cash flow generated by [your] operation or through debt or equity offerings or loans.” Please include proposed draft disclosure in your response.

Response: We
respectfully advise the Staff that, as disclosed in the Company’s Current Report on Form 6-K dated June 6, 2024, the Company has
issued the following securities to Burgeon Capital Inc (“Burgeon Capital”), one of the two prior shareholders of Alpha Mind
Technology Limited (“Alpha Mind”), as the repayment by the Company to Burgeon Capital of all outstanding principal amount
and accrued interest under a promissory note with a total amount of US$27,342,000:

    Name
    Date
    Number of Securities

    Burgeon Capital Inc
    June 6, 2024
    58,590,000,000,000 Class A ordinary shares*

* By May 9, 2025, the Company
had completed a series of corporate actions, including a share consolidation, capital reduction, and share subdivision. As a result, such
58,590,000,000,000 Class A ordinary shares shall equal to 585,900,000 Class A ordinary shares as of the date of this response letter.

The Company has not issued
any securities to MMTEC, Inc. (“MMTEC”), the other prior shareholder of Alpha Mind.

As previously disclosed in
the Company’s Current Report on Form 6-K dated April 23, 2025, the Company, MMTEC, who was the then holder of a promissory note
issued by the Company in the original principal amount of US$153,000,000 (the “Original Note”), and Infinity Asset Solutions
Ltd. (“Infinity Asset”), entered into a Note Purchase Agreement (the “Agreement”) on April 23, 2025, pursuant
to which Infinity Asset purchased from MMTEC, a portion of the Original Note representing US$51,988,242 of the total US$153,738,529 of
the unpaid principal and accrued and unpaid interest under the Original Note. The portion of the Original Note purchased by Infinity Asset
is hereinafter referred to as the “Note.”

As previously disclosed in
the Company’s Current Report on Form 6-K dated May 12, 2025, the Company and Infinity Asset entered into a share subscription agreement
and a payoff letter (collectively, the “Conversion Documents”) on May 9, 2025, pursuant to which, the Company issued the following
securities to Infinity Asset, as the repayment by the Company to Infinity Asset of all outstanding principal amount and accrued interest
under the Note with a total amount of US$51,988,242:

    Name
    Date
    Number of Securities

    Infinity Asset Solutions Ltd.
    May 9, 2025
    108,027,515,844 Class A ordinary shares

In future filings, we will
add the following disclosures:

“To date, the
Company has paid off a total principal amount of US$77,000,000 by issuing Class A ordinary shares of the Company to the noteholders.
The Company intends to pay the rest of the promissory notes by either using the cash flow generated by the Company’s operation
or through debt or equity offerings or loans; however, depending on market conditions, the Company may also choose to pay a portion
of the promissory notes through issuance of Class A ordinary shares.”

    2

Cover page

    4.
    In future filings, disclose the location of your auditor’s headquarters. Please include proposed draft disclosure in your response.

Response: In
future filings, we will add the following disclosure of the auditor’s location, under appropriate sections of such filings:

“Our auditor, Onestop
Assurance PAC, is headquartered in Singapore.”

Risk Factors

We are subject to customer concentration
risk, page 12

    5.
    We note your disclosure about the concentration from specific geographical areas. In future filings, revise here and in your business section, to include a discussion of the specific geographic concentrations for your policies, as applicable. Please include proposed draft disclosure in your response.

Response: In
future filings, we will add the following disclosure to the Risk Factors and the Business sections:

“We face concentration
from specific geographical regions. A significant amount of our commission received of our policies sold are located in three provinces
in Northern China, which collectively contributed over 50% of our commission revenue in 2022, 2023 and 2024. The breakdown of revenue
contribution from these provinces is set forth below:

    Province
    Percentage of Revenue Contribution

    FY 2022
    FY 2023
    FY 2024

    Tianjin
    33.40%
    27.66%
    21.65%

    Shandong
    13.88%
    19.13%
    21.19%

    Anhui
    13.64%
    14.21%
    11.84%

Factors such as localized
economic downturn, or new regulations imposed by local authorizes, or any adverse event or circumstances unique to these regions could
have an impact on our overall business.”

If we fail to meet the applicable listing requirements, NASDAQ
may delist, page 32

    6.
    We note your disclosure related to the Nasdaq delisting notice and that your extension to comply with the requirement to maintain a minimum market value of listed securities appears to have passed as of May 12, 2025. Please tell us the status of your Nasdaq listing and any applicable developments related to the delisting notice since the filing of your annual report on Form 20-F and include proposed draft disclosure in your response.

Response: We
respectfully advise the Staff that, as previously disclosed in the Company’s Current Reports on Form 6-K dated June 12, 2025 and
September 3, 2025, the Company has regained compliance with the requirement to maintain a minimum Market Value of Listed Securities of
US$35 million as set forth under Nasdaq Listing Rule 5550(b)(2).

In future filings, we will
add the following disclosure:

“On June 11, 2025, the
Company received a notice from The Nasdaq Stock Market LLC stating that the Company has regained compliance with the requirement to maintain
a minimum Market Value of Listed Securities of $35 million as set forth under Nasdaq Listing Rule 5550(b)(2) for continued listing on
The Nasdaq Capital Market.”

    3

Your rights to pursue claims against us and the depositary,
page 36

    7.
    Please tell us and in future filings disclose clearly whether or not the arbitration provision applies to claims brought under the federal securities laws.

Response: We
respectfully advise the Staff that, based on our understanding of the deposit agreement, we believe the optional arbitration provision
in the deposit agreement would apply to claims brought under federal securities laws, if the claimants elect to submit their claims to
arbitration.

In future filings, we will
revise the existing disclosure to read as follows:

“Your rights to
pursue claims against us and the depositary as a holder of ADSs are limited by the terms of the deposit agreement.

The deposit agreement governing
the ADSs representing our Class A ordinary shares provides that ADS holders, including purchasers of ADSs in secondary market transactions
and the depositary have the right to elect to have any claim they may have against us arising out of or relating to our Class A ordinary
shares or ADSs or the deposit agreement settled by arbitration in New York, New York rather than in a court of law, and to have any judgment
rendered by the arbitrators entered in any court having jurisdiction. An arbitral tribunal in any such arbitration would not have the
authority to award any consequential, special, or punitive damages and its award would have to conform to the provisions of the deposit
agreement. The deposit agreement does not give us the right to require that any claim, whether brought by us or against us, be arbitrated.
We believe that an optional contractual arbitration provision is generally enforceable, including under the laws of the State of New York,
which govern the deposit agreement.

No condition or provision
of the deposit agreement or ADSs serves as a waiver by any owner or holder of ADSs, including purchasers of ADSs in secondary market transactions,
or by us or the depositary of compliance with any substantive provision of the U.S. federal securities laws and the rules and regulations
promulgated thereunder. Therefore, in the event that there are claims brought under federal securities laws against us or the depositary
brought by any holder or owner of ADSs, including purchasers of ADSs in secondary market transactions, such claims may be submitted to
arbitration pursuant to the arbitration provision in the deposit agreement, or may be brought in a court of competent jurisdiction, at
the election of the claimant.

By agreeing to such optional
arbitration provision, you will not be deemed to have waived our or the depositary’s compliance with U.S. federal securities laws
and the rules and regulations promulgated thereunder.”

Item 4. Information on the company

A. History and Development of the Company, page 41

    8.
    Please revise this section in future filings to state clearly that you sold your equity interest in Haoju Artificial Intelligence Technology Co., Ltd. to a related party. Include this transaction in the related party transaction section or tell us why it is not required. Refer to Item 7.B. of Form 20-F. Please include proposed draft disclosure in your response.

Response: In
response to the Staff’s comment, in future filings, we will add in the related party transaction section the following disclosure
in connection with the sale of Haoju Artificial Intelligence Technology Co., Ltd.:

“Transaction with Wangxiancai
Limited

On October 26, 2021,
December 17, 2021, and October 31, 2023, we transferred all of our equity interest in Q&K Investment Consulting (the
“Former WFOE”), Qingke (China) Limited (“Q&K HK”), and Haoju Artificial Intelligence Technology Co.,
Ltd. (“Haoju”), respectively, to Wangxiancai Limited (the “Equity Transfer”), which was beneficially owned by
the legal representative and executive director of one of our subsidiaries, a related party, for nominal consideration. The
consideration was nominal value because Q&K HK, the Former WFOE and Haoju were loss-making and had net liabilities and the
possibility that they would generate cash flow in the future was minimal considering (i) decreasing demand for long-term rental
apartments in areas they operated due to population outflow from these areas; and (ii) increasing operating costs as a percentage of
revenue as it had incurred certain fixed costs and experienced decreasing revenue streams. The Former WFOE was a wholly owned
subsidiary of Q&K HK, and had a series of contractual arrangements with our former variable interest entity, Shanghai Qingke
E-commerce Co., Ltd. through which we carried out certain rental apartment operation business prior to the Equity Transfer. The
Equity Transfer was performed to dedicate our business resources to operate higher-quality rental apartments through our
subsidiaries in China. Wangxiancai Limited ceased to be a related party of the Company in October 2023.”

    4

    9.
    We note that the website you included in the second paragraph on page 43, appears to be for a company that is not referenced in this filing or your list of principal subsidiaries filed as Exhibit 8.1. In future filings, please revise your disclosure to include your website. Please include proposed draft disclosure in your response.

Response: We
respectfully advise the Staff that the website https://ir.xhghk.com, which was disclosed in the Form 20-F for Fiscal Year Ended
September 30, 2024 (the “2024 20-F”), has been fixed and now properly reflects the Company’s information.

In future filings, the following
disclosure already in the 2024 20-F will be retained:

“Investors should submit
any inquiries to the address and telephone number of our principal executive offices. Our main website is https://ir.xhghk.com The information
contained on our website is not a part of this annual report.”

B. Business Overview

Our Business, page 43

    10.
    We note your disclosure on page 43 that “Alpha Mind introduced the SaaS platform in 2023. This technological advancement has streamlined and popularized [your] insurance agency business, enhancing accessibility and convenience for [your] customers.” Please confirm that in future filings you will explain how this platform has streamlined and popularized your insurance business given your disclosure on page 13 where you state that the platform has not generated any revenues to date. Please include proposed draft disclosure in your response.

Response: In
response to the Staff’s comment, we hereby confirm that the following disclosure in connection with the SaaS platform will be added
in future filings:

“This SaaS platform
functions as an internal operational management system designed to enhance the efficiency and scalability of insurance operati