SecProbe.io

CORRESP
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filename1.htm

June 27, 2024

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporate Finance

100 F. Street, N.E.

Washington, D.C. 20549

    Attention:
    Myra Moosariparambil

    CraigArakawa

    Irene Barberena-Meissner

    Kevin Dougherty

    Re:
    Webus International Ltd.

    Amendment No. 5 to Registration Statement on Form F-1

    Filed May 28, 2024

    File No. 333-269684

Ladies and Gentlemen,

On behalf of our client, Webus International Ltd.
(the “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) contained in its letter dated June 12, 2024, relating to the
above referenced Registration Statement on Form F-1 (“Registration Statement”). The Company is concurrently submitting
the Amendment No. 6 to the Registration Statement on Form F-1 (the “Amendment”).

For the Staff’s convenience, the Staff’s
comments have been stated below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment. Capitalized terms used but not defined in this letter have the meanings ascribed to such
terms in the Amendment.

Amendment No. 5 to Registration Statement
on Form F-1

Unaudited Condensed Consolidated Financial
Statements

1. Organization and principal activities

(b) Capital resource liquidity, page F-37

1. We note your response to comment 2 and your
revised disclosure. Please tell us how you determined it is probable that these plans will be effectively implemented. In your response,
please provide a detailed explanation that addresses the following:

 · The availability and terms of new debt financing or availability and terms of existing debt refinancing,
any existing or committed credit arrangements to restructure or subordinate debt or to guarantee loans to you, and the possible effects
on management’s borrowing plans of existing restrictions on additional borrowing or the sufficiency of available collateral,

 · Any formal and/or executed agreement with the major shareholder,

 · The feasibility of your plans to improve operating efficiency and reduce discretionary spending and
the possible direct and indirect effects of reduced or delayed expenditures.

In the mitigation plans identified in the revised
disclosure, we note (i) and (ii) result in transactions with a third party who would also need to accept and agree to the terms of the
underlying plan. To the extent you do not have executed agreements or contracts with third parties related to these mitigation plans and
given management cannot control the actions of a third party, please tell us how you considered these factors in determining that it is
probable management's plans would be effectively implemented. Please refer to ASC 205-40-50-10.

If it is not probable these plans can be executed
to alleviate the condition that give rise to substantial doubt, please provide the disclosures required by ASC 205-40-50-13.

Response: In response to the Staff’s
comment, the Company has disclosed more details of the mitigation plans on page 90.

The Company has determined that cash financing
from the existing lines of credit from banks and shareholder support from a major shareholder will be enough to support normal business
operations for the next twelve months since the issuance of the unaudited condensed consolidated financial statements, and the Company
does not need to extend credit period or obtain new financing facilities based on the current capital situation. Therefore, the Company
does not expect to enter into any terms or restrictions of additional borrowings, and the available collateral is sufficient for the current
lines of credit.

The Company has also implemented the mitigation
measures to increase operating efficiency and reduce discretionary spending, as disclosed on page 90. The effectiveness of such efforts,
to some extent, has been reflected in the operating results for the six months ended December 31, 2023. The Company believes such measures
would effectively improve operating efficiency and reduce discretionary spending without negative impacting the normal business operation
and expansion. Meanwhile, the Company would also actively monitor its R&D expenditure to ensure it is on scale with business development
needs in the long term.

We thank the Staff for its
review of the foregoing. If you have any questions regarding this matter, please do not hesitate to contact Fang Liu at VCL Law LLP at
fliu@vcllegal.com or by telephone at (703) 919-7285.

    Very truly yours,

    /s/ Fang Liu

    Fang Liu, Esq.

    VCL Law LLP

 cc: Nan Zheng, Chief Executive Officer
of Webus International Ltd.