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SEC Comment Letter 0000000000-24-003971 to Autozi Internet Technology (Global) Ltd. (AZI)

Autozi Internet Technology (Global) Ltd.
Date: April 11, 2024 · CIK: 0001959726 · Accession: 0000000000-24-003971

AI Filing Summary & Sentiment

File numbers found in text: 333-273166

Date
April 11, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Autozi Internet Technology (Global) Ltd.

Letter

United States securities and exchange commission logo April 11, 2024 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. Amendment No. 3 to Registration Statement on Form F-1 Filed March 21, 2024 File No. 333-273166 Dear Houqi Zhang: We have reviewed your amended registration statement and have the following comment(s). 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 December 18, 2023 letter. Amendment No. 3 to Registration Statement on Form F-1 filed March 21, 2024 Prospectus Summary Permissions and Approvals for our Business Operation and Securities Offering, page 6 1.We note your response to prior comment 1. Where you discuss permissions and approvals that have not been obtained, revise to clearly state that certain of your PRC subsidiaries have failed to make information filings through the National Automotive Circulation Information Management System. In this regard, we note that you have added a cross- reference to the related risk factor on page 77 without restoring prominent disclosure of the failure to file.

FirstName LastNameHouqi Zhang Comapany NameAutozi Internet Technology (Global) Ltd. April 11, 2024 Page 2 FirstName LastName Houqi Zhang Autozi Internet Technology (Global) Ltd. April 11, 2024 Page 2 Risk Factors Risks Relating to Our Business and Industry Our PRC subsidiary, Autozi Internet Technology Co., Ltd...historically entered into..., page 48 2.Please provide further detail on any other outstanding equity financing agreements pursuant to which investors may seek to exercise redemption rights due to the company's failure to timely complete a qualified public offering. For example, while we note that the financing agreements with Shenzhen Jinfeng and Hunan Tianhuan have resulted in legal proceedings and are addressed, please discuss how many additional financing agreements contain redemption rights for which the company may be held responsible, as well as the aggregate redemption price amount potentially payable by the company. Notes to Combined and Consolidated Financial Statements 3. Restatement, page F-10 3.Please state whether pursuant to the company's indemnity agreement covering directors and officers the company is liable for any amounts associated with the redemption obligation borne by Mr. Houqi Zhang referred to in this note. We note in note 16 you accrued a liability regarding another apparent similar lawsuit by a third party concerning redemption rights related to Mr. Zhang.

Please contact Keira Nakada at 202-551-3659 or Doug Jones at 202-551-3309 if you have questions regarding comments on the financial statements and related matters. Please contact Rebekah Reed at 202-551-5332 or Lilyanna Peyser at 202-551-3222 with any other questions. Sincerely, Division of Corporation Finance Office of Trade & Services cc: Yang Ge, Esq.

Show Raw Text
United States securities and exchange commission logo
April 11, 2024
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.
Amendment No. 3 to Registration Statement on Form F-1
Filed March 21, 2024
File No. 333-273166
Dear Houqi Zhang:
            We have reviewed your amended registration statement and have the following
comment(s).
            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 December 18, 2023 letter.
Amendment No. 3 to Registration Statement on Form F-1 filed March 21, 2024
Prospectus Summary
Permissions and Approvals for our Business Operation and Securities Offering, page 6
1.We note your response to prior comment 1. Where you discuss permissions and approvals
that have not been obtained, revise to clearly state that certain of your PRC subsidiaries
have failed to make information filings through the National Automotive Circulation
Information Management System. In this regard, we note that you have added a cross-
reference to the related risk factor on page 77 without restoring prominent disclosure of
the failure to file.

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 April 11, 2024 Page 2
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
April 11, 2024
Page 2
Risk Factors
Risks Relating to Our Business and Industry
Our PRC subsidiary, Autozi Internet Technology Co., Ltd...historically entered into..., page 48
2.Please provide further detail on any other outstanding equity financing agreements
pursuant to which investors may seek to exercise redemption rights due to the company's
failure to timely complete a qualified public offering. For example, while we note that the
financing agreements with Shenzhen Jinfeng and Hunan Tianhuan have resulted in legal
proceedings and are addressed, please discuss how many additional financing agreements
contain redemption rights for which the company may be held responsible, as well as the
aggregate redemption price amount potentially payable by the company.
Notes to Combined and Consolidated Financial Statements
3. Restatement, page F-10
3.Please state whether pursuant to the company's indemnity agreement covering directors
and officers the company is liable for any amounts associated with the redemption
obligation borne by Mr. Houqi Zhang referred to in this note. We note in note 16 you
accrued a liability regarding another apparent similar lawsuit by a third party concerning
redemption rights related to Mr. Zhang.

            Please contact Keira Nakada at 202-551-3659 or Doug Jones at 202-551-3309 if you
have questions regarding comments on the financial statements and related matters. Please
contact Rebekah Reed at 202-551-5332 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yang Ge, Esq.