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SEC Comment Letter 0000000000-24-006430 to Autozi Internet Technology (Global) Ltd. (AZI)

Autozi Internet Technology (Global) Ltd.
Date: June 5, 2024 · CIK: 0001959726 · Accession: 0000000000-24-006430

AI Filing Summary & Sentiment

File numbers found in text: 333-273166

Date
June 5, 2024
Author
Not clearly detected
Form
UPLOAD
Company
Autozi Internet Technology (Global) Ltd.

Letter

United States securities and exchange commission logo June 5, 2024 Houqi Zhang Chief Executive Officer Autozi Internet Technology (Global) Ltd. Building B09, Intelligence Park No. 26 Yongtaizhuang North Road Haidian District, Beijing, China Re:Autozi Internet Technology (Global) Ltd. Amendment No. 5 to Registration Statement on Form F-1 Filed May 10, 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 May 6, 2024 letter. Amendment No. 5 to Registration Statement on Form F-1 filed May 10, 2024 General 1.We note your response to prior comment 5. Please further elaborate on the following aspects of your response: •the reasons for adding the resale offering to the registration statement at this time. In this regard, your response indicates that the number of shares being registered in the resale offering compared to the number of shares being registered in the initial public offering was determined based on "the number that the Selling Shareholders intend to register and resell," but does not adequately address whether and why the resale offering is being registered at the same time as the public offering. Explain in additional detail why the company has elected to add a resale component rather than meet "the total expressed interest in and demand for the Company's securities from

FirstName LastNameHouqi Zhang Comapany NameAutozi Internet Technology (Global) Ltd. June 5, 2024 Page 2 FirstName LastName Houqi Zhang Autozi Internet Technology (Global) Ltd. June 5, 2024 Page 2 potential investors" solely through a traditional firm commitment underwritten offering; •how and when the selling shareholders were selected to participate in the resale offering, including which party(ies) initiated contact regarding the potential transaction. Your response states that "the Sponsors...indicated to the Company about its intent to register and resell a portion of its shares," but it is unclear when and how this occurred; and •why it was decided that the selling shareholders would not be subject to lock-up arrangements with respect to only the resale shares and whether the underwriter sought to have the selling shareholders subjected to such lock-up provisions. Your response indicates that you and the underwriters "agreed" to change the lock-up arrangements at the time the resale prospectus was filed; please expand to explain the underlying reasoning for such agreement, detail any negotiations that took place, and discuss why the availability of a set of resale shares three times the size of the primary offering for offer and sale into the market once trading commences does not create concern for the underwriters' ability to facilitate the creation of a public market. 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
June 5, 2024
Houqi Zhang
Chief Executive Officer
Autozi Internet Technology (Global) Ltd.
Building B09, Intelligence Park No. 26
Yongtaizhuang North Road
Haidian District, Beijing, China
Re:Autozi Internet Technology (Global) Ltd.
Amendment No. 5 to Registration Statement on Form F-1
Filed May 10, 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 May 6, 2024 letter.
Amendment No. 5 to Registration Statement on Form F-1 filed May 10, 2024
General
1.We note your response to prior comment 5. Please further elaborate on the following
aspects of your response:
•the reasons for adding the resale offering to the registration statement at this time. In
this regard, your response indicates that the number of shares being registered in the
resale offering compared to the number of shares being registered in the initial public
offering was determined based on "the number that the Selling Shareholders intend to
register and resell," but does not adequately address whether and why the resale
offering is being registered at the same time as the public offering. Explain in
additional detail why the company has elected to add a resale component rather than
meet "the total expressed interest in and demand for the Company's securities from

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 June 5, 2024 Page 2
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
June 5, 2024
Page 2
potential investors" solely through a traditional firm commitment underwritten
offering;
•how and when the selling shareholders were selected to participate in the resale
offering, including which party(ies) initiated contact regarding the potential
transaction. Your response states that "the Sponsors...indicated to the Company about
its intent to register and resell a portion of its shares," but it is unclear when and how
this occurred; and
•why it was decided that the selling shareholders would not be subject to lock-up
arrangements with respect to only the resale shares and whether the underwriter
sought to have the selling shareholders subjected to such lock-up provisions. Your
response indicates that you and the underwriters "agreed" to change the lock-up
arrangements at the time the resale prospectus was filed; please expand to explain the
underlying reasoning for such agreement, detail any negotiations that took
place, and discuss why the availability of a set of resale shares three times the size of
the primary offering for offer and sale into the market once trading commences does
not create concern for the underwriters' ability to facilitate the creation of a public
market.
            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.