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February 16, 2023
Houqi Zhang
Chief Executive Officer
Autozi Internet Technology (Global) Ltd.
Block A, Building No. 16
Yonyou Software Park, No. 68 Beiqing Road
Haidian District, Beijing, China
Re:Autozi Internet Technology (Global) Ltd.
Draft Registration Statement on Form F-1
Submitted January 18, 2023
CIK No. 377-06555
Dear Houqi Zhang:
            We have reviewed your draft registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by providing the requested information and either submitting
an amended draft registration statement or publicly filing your registration statement on
EDGAR.  If you do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.
            After reviewing the information you provide in response to these comments and your
amended draft registration statement or filed registration statement, we may have additional
comments.
Draft Registration Statement on Form F-1
Cover page
1.Please revise here and in the prospectus summary to state, as you do on page 45, that you
do not currently intend to rely on the controlled company exemptions from certain
corporate governance requirements. Revise the risk factor regarding the controlled
company exemptions to state that, if you take advantage of the exemptions, you also will
be exempt from the requirements regarding compensation and nominating committees. As
a related matter, please revise the cover page and page 9 to state that Dr. Houqi Zhang will
be able to control the management and affairs of your company and most (or all, as
applicable) matters requiring stockholder approval following the offering. Include a

 FirstName LastNameHouqi  Zhang
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Autozi Internet Technology (Global) Ltd.
February 16, 2023
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separate risk factor regarding this risk.
2.We note your disclosure regarding the Holding Foreign Companies Accountable Act and
the PCAOB. Here and throughout your prospectus where you discuss the HFCAA and
PCAOB, please revise to include the name of your auditor and to reflect that Congress has
shortened the inspection period under the HFCAA from three years to two years. Revise
to include this disclosure in your prospectus summary, as well.
3.We note your disclosure about your plan to distribute dividends to shareholders. Please
revise to further describe how cash is transferred through your organization. State whether
any transfers, dividends, or distributions have been made to date between the holding
company, and its subsidiaries, or to investors, and quantify the amounts where applicable.
If no transfers have been made, so state. Provide cross-references to the consolidated
financial statements. Discuss whether there are limitations on your ability to transfer cash
between you, your subsidiaries, or investors. In addition, please amend your disclosure
here and in the summary risk factors and risk factors sections to state that, to the extent
cash or assets in the business is in the PRC/Hong Kong or a PRC/Hong Kong entity, the
funds or assets may not be available to fund operations or for other use outside of the
PRC/Hong Kong due to interventions in or the imposition of restrictions and limitations
on the ability of you or your subsidiaries by the PRC government to transfer cash or
assets. On the cover page, provide cross-references to each of these other discussions in
the prospectus summary, summary risk factors and risk factors sections.
4.On the cover page you state that "the Company" and "our Company" refers to Autozi
Internet Technology (Global) Ltd., and that "we," "us" and "our" refer to Autozi Internet
Technology (Global) Ltd. and its subsidiaries.  However, on page 10 you state that “we,”
“us,” “our company,” “the Group” and “our” refer to Autozi Internet Technology (Global)
Ltd., a Cayman Islands exempted company and its subsidiaries.  Please revise for
consistency and accuracy.  Also include a definition of "PRC subsidiaries" and "operating
subsidiaries," as you use those terms throughout the prospectus.
5.We note your disclosure on page 7 that you do not have any cash management policy
regarding the transfer of cash between your subsidiaries.  Please revise such disclosure to
state, if true, that you also do not have cash management policies that dictate how funds
are transferred between you, your subsidiaries and investors.  Include such disclosure, as
revised per the preceding sentence, on the cover page, as well.
6.Disclose on the cover page how regulatory actions related to data security or anti-
monopoly concerns in Hong Kong have or may impact the company’s ability to conduct
its business, accept foreign investment or list on a U.S./foreign exchange.  Also include
disclosure in the Risk Factors section explaining whether there are laws and regulations in
Hong Kong that result in oversight over data security, how this oversight impacts the
company’s business and the offering, and to what extent the company believes that it is
compliant with the regulations or policies that have been issued.

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 Comapany NameAutozi Internet Technology (Global) Ltd.
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Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
February 16, 2023
Page 3
Prospectus Summary
Overview, page 1
7.Please balance the disclosure in the summary by addressing the performance challenges
that you face. In this regard, we note your significant working capital deficiency and
net losses for the fiscal years ended September 30, 2021 and 2022, including losses
incurred or experienced as a result of COVID-19. Please also, to the extent practicable and
material, quantify the various impacts of COVID-19 discussed in the risk factor on page
32.
Recent Regulatory Developments
Potential CSRC Filing Requirements, page 4
8.Please revise to describe the conditions of the Draft Overseas Listing Regulations which
you state, if enacted in its current form, may subject you to additional compliance
requirements in the future. Please consider the addition of risk factor disclosure relating to
this discussion.
Corporate History and Structure
Our Corporate History and Structure, page 5
9.Please describe any contracts or arrangements between the offshore and onshore
companies, including those that affect the manner in which you operate, impact your
economic rights, or impact your ability to control your subsidiaries. State that you may
incur substantial costs to enforce the terms of any such arrangements. Also revise the
diagram on page 7 to indicate the persons that own minority interests in the depicted
entities.
Holding Company Structure, page 7
10.We note your disclosure about the structure of cash flows within your organization and
that you have, from time to time, transferred cash between your PRC subsidiaries to fund
their operations. Quantify any cash flows and transfers of other assets by type that have
occurred between the holding company and its subsidiaries and direction of transfer.
Quantify any dividends or distributions that a subsidiary has made to the holding company
and which entity made such transfer, and their tax consequences. Similarly quantify
dividends or distributions made to U.S. investors, the source, and their tax consequences.
Your disclosure should make clear if no transfers, dividends, or distributions have been
made to date. Describe the restrictions on foreign exchange, as referenced under
Regulations Relating to Foreign Exchange on pages 153 and 154, and your ability to
transfer cash between entities, across borders, and to U.S. investors. Describe any
restrictions and limitations on your ability to distribute earnings from the company,
including your subsidiaries, to the parent company and U.S. investors. Provide cross-
references to the consolidated financial statements.

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Autozi Internet Technology (Global) Ltd.
February 16, 2023
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Implications of Being a Foreign Private Issuer, page 8
11.Please explain how, given your dual-class structure with different voting rights, you will
determine whether more than 50% of your outstanding voting securities are held by U.S.
residents for purposes of satisfying the foreign private issuer definition. Please refer to
Securities Act Rule 405, Exchange Act Rule 3b-4, and Securities Act Rules Compliance
and Disclosure Interpretation 203.17.
Our Challenges, page 10
12.Please revise to disclose each permission or approval that you or your subsidiaries are
required to obtain from Chinese authorities to operate your business and to offer the
securities being registered to foreign investors. State whether you or your subsidiaries are
covered by permissions requirements from the China Securities Regulatory Commission
(CSRC), Cyberspace Administration of China (CAC) or any other governmental agency,
and state affirmatively whether you have received all requisite permissions or approvals
and whether any permissions or approvals have been denied. Please also describe the
consequences to you and your investors if you or your subsidiaries: (i) do not receive or
maintain such permissions or approvals, (ii) inadvertently conclude that such permissions
or approvals are not required, or (iii) applicable laws, regulations, or interpretations
change and you are required to obtain such permissions or approvals in the future.
Risk Factor, page 18
13.Please revise to add a risk factor to discuss the types of inflationary pressures that have
materially impacted your operations and how your business has been affected. In this
regard, we note your disclosure on page 37 that China’s overall economy and the average
wage have increased in recent years and are expected to continue to grow; and on page
104 that inflationary factors, such as increases in supply costs as well as personnel and
overhead costs, could impair your operating results.
We are subject to a variety of laws and regulations regarding cybersecurity and data protection...,
page 53
14.We note your disclosure regarding cybersecurity and data protection, your belief that you
are not subject to the cybersecurity review by the CAC, nor engaged in any activity that is
subject to security assessment as outlined in the Data Transfer Measures, and your
disclosure about the potential impact given the uncertainties about interpretation and
implementation. Please revise your disclosure to explain how this oversight impacts your
business and your offering and to what extent you believe that you are compliant with the
regulations or policies that have been issued by the CAC to date.
Capitalization, page 81
15.In the line item "Ordinary shares," please show information separately for undesignated
shares before the offering, and each of Class A and Class B shares after the offering so

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that investors may have a clear understanding of your equity structure before and after the
offering.
Dilution, page 82
16.Please clarify here that your equity structure after the offering will consist of a dual class
structure in which ordinary shares will consist of both Class A and Class B whereas prior
to the offering there is only one undesignated class of ordinary shares.
17.In the second paragraph you state, "[d]ilution is determined by subtracting net tangible
book value per both Class A and Class B ordinary share, after giving effect to the
additional proceeds we will receive from this offering."  It appears this measure should be
described as "pro forma."  Please advise.
18.In the third paragraph you state "our pro forma as adjusted net tangible book value as of
September 30, 2022 would have been ..., or US$   per ordinary share."  For consistency
with your disclosure in this section, it appears the per share amount should be referred to
as "per Class A and Class B ordinary share."  Please revise or advise.
19.In the table you present “Pro forma net tangible book value per both Class A and Class B
ordinary share.”  Please explain to us and disclose what this represents and how it differs
from “Pro forma as adjusted net tangible book value per both Class A and Class B
ordinary share after giving effect this offering.”
Enforcement of Civil Liabilities, page 84
20.Please revise to identify the directors, executive officers, and members of senior
management that are located in China and Hong Kong.
Management Discussion and Analysis and Results of Operations
Our ability to continue to expand the size and scope of our MBS store network, page 90
21.Please revise to describe how you have continuously expanded your MBS store network.
Quantify the number of MBS stores you have opened during the fiscal years ended
September 30, 2021 and 2022.
Going Concern, page 97
22.Please revise here, in your Prospectus Summary and Risk Factors, to highlight the
auditor's explanatory paragraph regarding your ability to continue as a going concern. As
a related matter, disclose here an estimate of the financing required to continue your
operations for the next twelve months, including description and quantification of your
material cash requirements. Please also discuss the terms of your related-party loans and
bank borrowings which you describe as primary sources of liquidity and disclose your
total current liabilities. For further guidance on the discussion of liquidity and capital
resources refer to Securities Act Release 33-8350 “Interpretation: Commission Guidance
Regarding Management's Discussion and Analysis of Financial Condition and Results of

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Operations.
23.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.
24.Please revise to discuss how the removal of your credit line business or defaults by third
parties who currently benefit from this business may impact your business. In this regard,
we note your risk factor disclosure on page 36 regarding the guarantees you provide to
third parties.
Cash Flows
Operating activities, page 98
25.Your discussion appears to be focused on how operating cash flows were derived for each
period rather than an analysis of why operating cash flows materially varied from period
to period.  Also, you should also discuss the operational reasons for the negative operating
cash flows for the periods presented and explain how you intend to meet your cash
requirements and maintain operations in the future.  For example, discuss the underlying
factors contributing to the net losses that also contributed to the negative operating cash
flows.  Refer to instruction 1 to "Instructions to Item 5" in Form 20-F and section IV.B.1
of Release No. 33-8350 and revise your disclosure as appropriate.  Also, discuss if the
negative operating cash flows is a known trend pursuant to Item 5.D of Form 20-F and
your expectations of this condition continuing.
Management
Corporate Governance
Compensation of Directors and Executive Officers, page 173
26.Please update your executive compensation dis