SecProbe.io

CORRESP
1
filename1.htm

March
13, 2026

VIA
EDGAR

U.S.
Securities and Exchange Commission

Division
of Corporation Finance

Office
of Real Estate & Construction

100
F Street, N.E.

Washington,
D.C. 20549

    Re:
    Autozi
    Internet Technology (Global) Ltd.

    Registration
    Statement on Form F-3

    File
    No. 333-293491

    Request
    for Acceleration of Effective Date

Ladies
and Gentlemen:

Pursuant
to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Autozi Internet Technology (Global) Ltd.,
hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at
4:30 p.m., Eastern Time, on March 17, 2026, or as soon thereafter as practicable.

    Very
    truly yours,

    Autozi
    Internet Technology (Global) Ltd.

    By:
    /s/
    Houqi Zhang

    Name:
    Houqi
    Zhang

    Title:
    Chief
                                            Executive Officer,

    Chairman
    of the Board of Directors

    (Principal
    Executive Officer)

March 3, 2026
Houqi Zhang
Chief Executive Officer
Autozi Internet Technology (Global) Ltd.
Building A, Room 204
Intelligence Park No. 26 Yongtaizhuang North Road
Haidian District, Beijing, China
Re:Autozi Internet Technology (Global) Ltd.
Registration Statement on Form F-3
Filed February 17, 2026
File No. 333-293491
Dear Houqi Zhang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Alyssa Wall at 202-551-8106 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Hermione Krumm

CORRESP
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CORRESP

 August 23, 2024

VIA EDGAR

 Mr. Doug Jones

Ms. Lyn Shenk

 Ms. Rebekah Reed

Ms. Lilyanna Peyser

 Division of Corporate Finance

Office of Trade & Services

 U.S. Securities and Exchange
Commission

 100 F Street, NE Washington, D.C. 20549

Re:
 Autozi Internet Technology (Global) Ltd. (CIK No. 0001959726)

Registration Statement on Form F-1 (File No. 333-281215)

Registration Statement on Form 8-A (File No. 001- 42255)

Dear Ladies and Gentlemen:

 Pursuant to Rule 461
of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Autozi Internet Technology (Global) Ltd. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement
on Form F-1 (the “Registration Statement”) be accelerated to, and that the Registration Statement become effective at 4:00 p.m., Eastern Time, on Tuesday, August 27, 2024, or as soon as
thereafter practicable.

 The Company also requests that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934,
covering the Class A ordinary shares of the Company, be declared effective concurrently with the F-1 Registration Statement (the F-1 Registration Statement, together with the Registration Statement on Form 8-A, the “Registration
Statements”).

 If there is any change in the acceleration request set forth above, the Company will promptly notify you of the
change, in which case the Company may be making an oral request of acceleration of the effectiveness of the Registration Statements in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from
the Company’s counsel, DLA Piper UK LLP.

 The Company understands that the underwriters have joined in this request in a separate
letter filed with the Securities and Exchange Commission today.

 [Signature page follows]

 Very truly yours,

 Autozi Internet
Technology (Global) Ltd.

By:

/s/ Houqi Zhang

Name:

Houqi Zhang

Title:

Chief Executive Officer,

Chairman of the Board of the Directors

 [Signature Page — Acceleration Request Letter — Company]

CORRESP
1
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CORRESP

 August 23, 2024

VIA EDGAR

 Mr. Doug Jones

Ms. Lyn Shenk

 Ms. Rebekah Reed

Ms. Lilyanna Peyser

 Division of Corporate Finance

Office of Trade & Services

 U.S. Securities and Exchange
Commission

 100 F Street, NE Washington, D.C. 20549

Re:
 Autozi Internet Technology (Global) Ltd. (CIK No. 0001959726)

Registration Statement on Form F-1 (File No. 333-281215)

Registration Statement on Form 8-A (File No. 001- 42255)

Dear Ladies and Gentlemen:

 Pursuant to Rule 461
of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of 1933, as amended, Kingswood Capital Partners, LLC, as the underwriter, hereby requests acceleration of the effective date of the
above-referenced Registration Statement so that it will become effective at 4:00 p.m., Eastern Time, on Tuesday, August 27, 2024, or as soon thereafter as practicable.

We also request that the Registration Statement on Form 8-A under the Securities Exchange Act of 1934, covering the class A ordinary
shares of Autozi Internet Technology (Global) Ltd., be declared effective concurrently with the F-1 Registration Statement.

 Pursuant to
Rule 460 under the Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated August 2, 2024, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution
of the preliminary prospectus.

 The undersigned confirms that it has complied and will continue to comply with, and it has been informed
or will be informed by participating dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced
issue.

Very truly yours,

Kingswood Capital Partners, LLC

By:

 /s/ Tony Tian

Name:

Tony Tian

Title:

Managing Director

August 9, 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.
Registration Statement on Form F-1
Filed August 2, 2024
File No. 333-281215
Dear Houqi Zhang:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you that
the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rebekah Reed at 202-551-5332 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:Yang Ge

CORRESP
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CORRESP

 June 27, 2024

VIA EDGAR

 Mr. Doug Jones

Ms. Lyn Shenk

 Ms. Rebekah Reed

Ms. Lilyanna Peyser

 Division of Corporate Finance

Office of Trade & Services

 U.S. Securities and Exchange
Commission

 100 F Street, NE Washington, D.C. 20549

  

Re:

Autozi Internet Technology (Global) Ltd. (CIK No. 0001959726)

Registration Statement on Form F-1, as amended (File No. 333-273166)

 Dear Ladies and Gentlemen:

Pursuant to Rule 461 of Regulation C (“Rule 461”) promulgated under the Securities Act of 1933, as amended, Autozi Internet
Technology (Global) Ltd. (the “Company”) hereby requests that the effectiveness of the above-referenced Registration Statement on Form F-1 (the “Registration Statement”) be accelerated to,
and that the Registration Statement become effective at 5:00 p.m., Eastern Time, on Monday, July 1, 2024, or as soon as thereafter practicable.

If there is any change in the acceleration request set forth above, the Company will promptly notify you of the change, in which case the
Company may be making an oral request of acceleration of the effectiveness of the Registration Statement in accordance with Rule 461. Such request may be made by an executive officer of the Company or by any attorney from the Company’s counsel,
DLA Piper UK LLP.

 The Company understands that the underwriters have joined in this request in a separate letter filed with the
Securities and Exchange Commission today.

 [Signature page follows]

 Very truly yours,

Autozi Internet Technology (Global) Ltd.

By:

 /s/ Houqi Zhang

Name:

Houqi Zhang

Title:

Chief Executive Officer,

Chairman of the Board of the Directors

 [Signature Page — Acceleration Request Letter — Company]

CORRESP
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CORRESP

 June 27, 2024

VIA EDGAR

 Mr. Doug Jones

Ms. Lyn Shenk

 Ms. Rebekah Reed

Ms. Lilyanna Peyser

 Division of Corporate Finance

Office of Trade & Services

 U.S. Securities and Exchange
Commission

 100 F Street, NE Washington, D.C. 20549

Re:
 Autozi Internet Technology (Global) Ltd. (CIK No. 0001959726)

 
 Registration Statement on Form F-1, as amended (File No. 333-273166)

 Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations of the U.S. Securities and Exchange Commission under the Securities Act of
1933, as amended, US Tiger Securities, Inc., as the underwriter, hereby requests acceleration of the effective date of the above-referenced Registration Statement so that it will become effective at
5:00 p.m., Eastern Time, on Monday, July 1, 2024, or as soon thereafter as practicable.

 Pursuant to Rule 460 under the
Act, we wish to advise you that we have distributed as many copies of the Preliminary Prospectus dated June 26, 2024, to selected dealers, institutions and others as appears to be reasonable to secure adequate distribution of the preliminary
prospectus.

 The undersigned confirms that it has complied and will continue to comply with, and it has been informed or will be informed
by participating dealers that they have complied or will comply with, Rule 15c2-8 promulgated under the Securities Exchange Act of 1934, as amended, in connection with the above-referenced issue.

Very truly yours,

 US Tiger Securities, Inc.

By:

 /s/ Lei Huang

Name:

Lei Huang

Title:

Chief Executive Officer

CORRESP
1
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CORRESP

 DLA Piper UK LLP Beijing Representative Office

20th Floor, South Tower, Beijing Kerry Center

 1 Guanghua Road,
Chaoyang District

 Beijing 100020, China

 T +86 10 8520
0600

 F +86 10 8520 0700

 www.dlapiper.com

 June 26, 2024

Via EDGAR

 Division of Corporate Finance

Office of Trade & Services

 Securities and Exchange
Commission

 Washington, D.C. 20549

Attn:
 Mr. Doug Jones

Ms. Lyn Shenk

Ms. Rebekah Reed

Ms. Lilyanna Peyser

Re:
 Autozi Internet Technology (Global) Ltd.

Amendment No. 8 to the Registration Statement on Form F-1

(File No. 333-273166)

Dear Mr. Jones, Ms. Shenk, Ms. Reed, and Ms. Peyser:

On behalf of our client, Autozi Internet Technology (Global) Ltd., an exempted company incorporated in the Cayman Islands (the
“Company”), we hereby submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated June 24, 2024 on the Amendment No. 7 to the Company’s Registration Statement on Form F-1 (File No. 333-273166) (the “Registration
Statement”).

 Concurrently with the submission of this letter, the Company is filing the Amendment No. 8 to its Registration
Statement on Form F-1 (the “Revised Registration Statement”) via EDGAR to the Commission for review.

The Company has responded to the Staff’s comments by revising the Registration Statement to address the comments, or by providing an
explanation if the Company has not so revised the Registration Statement. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement
where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

 Amendment No. 7 to Form F-1 Filed June 20, 2024

 Exhibit 99.2, page II-6

3.
 We note your response to prior comment 3 and reissue in part. Revise paragraph C(3) to state that the
disclosure in the section “Taxation – People’s Republic of China Taxation” constitutes your opinion. In this regard, your revised opinion states that the statements in this section are your opinion only “to the extent that
such statements constitute statements of PRC Laws,” however a “short-form” opinion should state that the disclosure in this section of the prospectus is the opinion of named counsel. Refer to Section III.B.2 of Staff Legal Bulletin
No. 19. Also further revise the assumption in paragraph A(1) so that it excludes the “PRC Companies.” In this regard, we note that the current language continues to assume the legal authority of persons that do not have such legal
authority.

 In response to the Staff’s comment, the Company has revised the disclosure on the Exhibit 99.2 of
the Revised Registration Statement accordingly.

 Thank you for your assistance in this matter. You may contact the undersigned by phone at
(+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

Very truly yours,

 /s/ Yang Ge

Yang Ge

cc:
 Houqi Zhang, Chief Executive Officer and Chairman of Board of Directors, Autozi Internet Technology (Global)
Ltd.

 Fang Liu, Esq., Partner, VCL Law LLP

United States securities and exchange commission logo
June 24, 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. 7 to Registration Statement on Form F-1
Filed June 20, 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 June 18, 2024 letter.
Amendment No. 7 to Registration Statement on Form F-1 filed June 20, 2024
Exhibit 99.2, page II-6
1.We note your response to prior comment 3 and reissue in part. Revise paragraph C(3) to
state that the disclosure in the section "Taxation - People's Republic of China Taxation"
constitutes your opinion. In this regard, your revised opinion states that the statements in
this section are your opinion only "to the extent that such statements constitute statements
of PRC Laws," however a "short-form" opinion should state that the disclosure in this
section of the prospectus is the opinion of named counsel. Refer to Section III.B.2 of Staff
Legal Bulletin No. 19. Also further revise the assumption in paragraph A(1) so that it
excludes the "PRC Companies." In this regard, we note that the current language
continues to assume the legal authority of persons that do not have such legal authority.

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 June 24, 2024 Page 2
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
June 24, 2024
Page 2
            Please contact Doug Jones at 202-551-3309 or Lyn Shenk at 202-551-3380 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.

CORRESP
1
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CORRESP

 DLA Piper UK LLP Beijing Representative Office
20th Floor, South Tower, Beijing Kerry Center
1 Guanghua Road, Chaoyang District

Beijing 100020, China
T +86 10 8520 0600
F +86 10 8520 0700

 www.dlapiper.com

 June 20, 2024

Via EDGAR

 Division of Corporate Finance

Office of Trade & Services

 Securities and Exchange
Commission

 Washington, D.C. 20549

Attn:
 Ms. Keira Nakada

 
 Mr. Doug Jones

 
 Ms. Rebekah Reed

 
 Ms. Lilyanna Peyser

Re:
 Autozi Internet Technology (Global) Ltd.

 
 Amendment No. 7 to the Registration Statement on Form F-1

 
 (File No. 333-273166)

Dear Ms. Nakada, Mr. Jones, Ms. Reed, and Ms. Peyser:

On behalf of our client, Autozi Internet Technology (Global) Ltd., an exempted company incorporated in the Cayman Islands (the
“Company”), we hereby submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s
letter dated June 18, 2024 on the Amendment No. 6 to the Company’s Registration Statement on Form F-1 (File No. 333-273166) (the “Registration
Statement”).

 Concurrently with the submission of this letter, the Company is filing the Amendment No. 7 to its Registration
Statement on Form F-1 (the “Revised Registration Statement”) via EDGAR to the Commission for review.

The Company has responded to the Staff’s comments by revising the Registration Statement to address the comments, or by providing an
explanation if the Company has not so revised the Registration Statement. The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement
where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Revised Registration Statement.

Amendment No. 6 to Form F-1 Filed June 11, 2024

Dilution, page 95

1.
 You state in the third paragraph the pro forma as adjusted net tangible book value as of September 30,
2023 does not take into account any other changes in net tangible book value after September 30, 2023 other than to give effect to the sale of 2,500,000 Class A ordinary shares offered in this offering. It appears you should also state it
takes into account the automatic conversion of all of the redeemable principal interests into additional paid-in capital as permanent equity as depicted under Capitalization. Please revise or advise.

 In response to the Staff’s comment, the Company has revised the disclosure on the page
95 of the Revised Registration Statement accordingly.

 Exhibit 5.1

2.
 Please revise the opinion in paragraph 4 to state that the Sale Shares also were validly issued. Refer to
Staff Legal Bulletin No. 19.

 In response to the Staff’s comment, the Company has revised the disclosure on
the Exhibit 5.1 of the Revised Registration Statement accordingly.

 Exhibit 99.2

3.
 Please revise the assumption in paragraph A(1) to exclude persons acting for the PRC Companies, as you are
not permitted to assume their legal authority. Also revise the definition of PRC Companies to include the natural persons acting therefor, so that none of the assumptions apply to such persons. Revise the opinion in paragraph C(3) to state that the
statements in the section “Taxation - People’s Republic of China Taxation” constitute your opinion. Refer to Staff Legal Bulletin No. 19.

In response to the Staff’s comment, the Company has revised the disclosure on the Exhibit 99.2 of the Revised Registration Statement
accordingly.

 Resale Prospectus, page ALT-1

4.
 Please revise the Selling Shareholders section to describe when and how the selling shareholders obtained
the shares they are offering for resale, as well as the exemption from registration they relied upon at such time.

In response to the Staff’s comment, the Company has revised the disclosure in the Selling Shareholders section on page ALT-4 of the Revised Registration Statement accordingly.

 Thank you for your assistance in this matter.
You may contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

Very truly yours,

/s/ Yang Ge

Yang Ge

cc:
 Houqi Zhang, Chief Executive Officer and Chairman of Board of Directors, Autozi Internet Technology (Global)
Ltd.

 
 Fang Liu, Esq., Partner, VCL Law LLP

United States securities and exchange commission logo
June 18, 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. 6 to Registration Statement on Form F-1
Filed June 11, 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 June 5, 2024 letter.
Amendment No. 6 to Form F-1 Filed June 11, 2024
Dilution, page 95
1.You state in the third paragraph the pro forma as adjusted net tangible book value as of
September 30, 2023 does not take into account any other changes in net tangible book
value after September 30, 2023 other than to give effect to the sale of 2,500,000 Class A
ordinary shares offered in this offering. It appears you should also state it takes into
account the automatic conversion of all of the redeemable principal interests into
additional paid-in capital as permanent equity as depicted under Capitalization. Please
revise or advise.
Exhibit 5.1
2.Please revise the opinion in paragraph 4 to state that the Sale Shares also were validly

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 June 18, 2024 Page 2
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
June 18, 2024
Page 2
issued. Refer to Staff Legal Bulletin No. 19.
Exhibit 99.2
3.Please revise the assumption in paragraph A(1) to exclude persons acting for the PRC
Companies, as you are not permitted to assume their legal authority. Also revise the
definition of PRC Companies to include the natural persons acting therefor, so that none
of the assumptions apply to such persons. Revise the opinion in paragraph C(3) to state
that the statements in the section “Taxation - People’s Republic of China Taxation”
constitute your opinion. Refer to Staff Legal Bulletin No. 19.
Resale Prospectus, page ALT-1
4.Please revise the Selling Shareholders section to describe when and how the selling
shareholders obtained the shares they are offering for resale, as well as the exemption
from registration they relied upon at such time.
            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 Kelly 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.

CORRESP
1
filename1.htm

CORRESP

DLA Piper UK LLP Beijing Representative Office

 20th Floor, South Tower, Beijing Kerry Center

 1
Guanghua Road, Chaoyang District

 Beijing 100020, China

T +86 10 8520 0600

F +86 10 8520 0700

W www.dlapiper.com

 June 11, 2024

Via EDGAR

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 Washington, D.C. 20549

Attn.:
 Ms. Keira Nakada

Mr. Doug Jones

Ms. Rebekah Reed

Ms. Lilyanna Peyser

Re:
 Autozi Internet Technology (Global) Ltd.

Amendment No. 6 to the Registration Statement on Form F-1

(File No. 333-273166)

Dear Ms. Nakada, Mr. Jones, Ms. Reed, and Ms. Peyser:

On behalf of our client, Autozi Internet Technology (Global) Ltd., a Cayman Islands exempted company (the “Company”), we submit to
the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated June 5, 2024 on the
Amendment No. 5 to the Company’s Registration Statement on Form F-1 (File No. 333-273166) (the “Registration Statement”).

Concurrently with the submission of this letter, the Company is filing the Amendment No. 6 to its Registration Statement on Form F-1 (the “Revised Registration Statement”) via EDGAR to the Commission for review.

 The Company
has responded to the Staff’s comments by revising the Registration Statement to address the comments, or by providing an explanation if the Company has not so revised the Registration Statement. The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Revised Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have
the meanings set forth in the Revised Registration Statement.

 In addition, the Company respectfully advises the Staff that, after
thorough discussions with the underwriters and the Selling Shareholders, given the currently increased interests in and demand for the Company’s securities from potential investors, the Company has amended the Revised Registration Statement
throughout to reflect an adjusted offering plan to (i) increase the number of Class A ordinary shares to be offered in the Company’s primary offering from 1,250,000 to 2,500,000 and (ii) reduce the number of Class A ordinary
shares to be registered and sold in the Selling Shareholders’ resale offering from 3,750,000 to 2,500,000.

 1

 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 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.

 The Company acknowledges the
Staff’s comment and respectfully submits to the Staff that, Ruida Development Co., Ltd. and Newlight Management Limited (together with their beneficial owners, collectively, the “Selling Shareholders”) initiated a conversation with
the Company in late March 2024, indicating to the Company about their intent to register and resell a portion of the shares held by them.

The Company and the underwriters intend to list the offered shares through a traditional firm commitment underwritten offering and have been
taking concerted efforts in soliciting potential investors through testing-the-waters and roadshow presentations. However, market conditions and activities in the U.S.
equity capital markets were weak and the total expressed interests in the Company’s securities from potential investors were not favorable. In April 2024, upon in-depth discussions with the underwriters
and taking into consideration of the Selling Shareholders’ desire to liquidate, the Company decided to adjust its prior offering plan by simultaneously (i) registering a reduced number of shares to be offered in its primary offering and
(ii) adding a resale component, so that the combined offerings could enable the Company to meet the Nasdaq Global Market’s initial listing requirements while allowing the Company’s long-term investors to liquidate a portion of their
investment after the consummation of the Company’s initial public offering (“IPO”).

 The Company further respectfully
submits to the Staff that, since mid-May 2024, pursuant to the Company’s and the underwriters’ continued investor outreach and underwriting efforts, the total expressed interests in and demand for
the Company’s securities from potential investors have substantially increased. Given such increased interests and demand from potential investors, the Company decided to increase the number of shares to be offered in its primary offering from
1,250,000 to 2,500,000. On June 1, 2024, the Company conveyed such upsizing plan to the Selling Shareholders. Considering the substantially increased interests in the Company’s securities from potential investors, and with an aim to
maximize their long-term economic interest in the Company and minimize the impacts of their resale on the Company’s share price after the Company’s IPO, on June 4, 2024, the Selling Shareholders expressed to the Company about their
desire to reduce the number of the resale shares to be registered from 3,750,000 to 2,500,000.

 The Company has revised the disclosure
throughout the Revised Registration Statement to reflect the above-mentioned updated primary and secondary offering details accordingly.

 2

 With respect to the lock-up arrangements, the
Company respectfully advises the Staff that it underwent discussions via several meetings with the underwriters on April 15 and 19, 2024, respectively, regarding the scope of the lock-up arrangements. The
parties ultimately agreed to subject the Company, its directors, officers, and all shareholders as of the effective date of the Company’s Registration Statement (except for the Selling Shareholders with respect to their resale shares only), to
customary lock-up arrangements. The Company and the underwriters agreed not to lock up the resale shares so that the registered resale shares could be counted towards the Company’s public float and allow
the Company to satisfy the initial listing requirements of the Nasdaq Global Market. The unregistered portion of the Selling Shareholders’ shares will remain subject to lock-up arrangements so that there
will not be excessive supply of the Company’s Class A ordinary shares after its IPO. The Company and the underwriters stipulated the timing of resale in the initial resale prospectus filed on April 25, 2024 that the resale shall not
occur until the completion of the Company’s IPO, once, and if, the Company’s Class A ordinary shares are listed on the Nasdaq Global Market and if there is an established market for these resale shares. Creation of a public market may
depend on multiple factors in response to market conditions which may change rapidly. The Company and the underwriters expect that such timing could alleviate the underwriters’ concern to create a public market. The adjusted offering plan to
(i) increase the number of Class A ordinary shares to be offered in the Company’s primary offering from 1,250,000 to 2,500,000 and (ii) reduce the number of Class A ordinary shares to be registered and sold in the Selling
Shareholders’ resale offering from 3,750,000 to 2,500,000 could further alleviate such concern.

 Based on the analysis and facts set
forth above and in the last letter which the Company submitted to the Commission on May 10, 2024, the Company believes that all of the circumstances surrounding the issuance and the proposed registration of the shares for resale by the Selling
Shareholders support the conclusion that the neither of Selling Shareholders is acting as a conduit in a distribution to the public, or as an “underwriter,” and that the proposed resale by the Selling Shareholders should appropriately be
classified as a genuine secondary offering and not a primary offering. Each of the Selling Shareholders has been a long-term investor in the Group for over a decade. Neither the Selling Shareholders are in the business of conducting primary
offerings or otherwise underwriting securities on behalf of issuers, nor are they subject to any underwriting or placement agency agreement with the Company with respect to the securities held by them. While the number of shares to be registered for
resale by the Selling Shareholders is equivalent to the number of shares to be offered in the Company’s primary offering and may be deemed relatively large to some extent, the Company believes that this one factor is not dispositive of the
issue and that all of the factors set forth in Securities Act Rules Compliance and Disclosure Interpretations, Question 612.09 must be considered as a whole.

Thank you for your assistance in this matter. You may contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

Very truly yours,

 /s/ Yang Ge

Yang Ge

cc:
 Houqi Zhang, Chief Executive Officer and Chairman of Board of Directors, Autozi Internet Technology (Global)
Ltd.

 Fang Liu, Esq., Partner, VCL Law LLP

 3

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.

CORRESP
1
filename1.htm

CORRESP

 DLA Piper UK LLP Beijing Representative Office

20th Floor, South Tower, Beijing Kerry Center

 1 Guanghua Road,
Chaoyang District

 Beijing 100020, China

 T +86 10
8520 0600

 F +86 10 8520 0700

W www.dlapiper.com

 May 10, 2024

 Via
EDGAR

 Division of Corporation Finance

 Office of
Trade & Services

 Securities and Exchange Commission

Washington, D.C. 20549

 Attn.:

 Ms. Keira Nakada

 Mr. Doug
Jones

 Ms. Rebekah Reed

 Ms. Lilyanna
Peyser

Re:
 Autozi Internet Technology (Global) Ltd.

Response to the Staff’s Comments on

Amendment No. 4 to the Registration Statement on Form F-1

Filed on April 25, 2024 (File No. 333-273166)

Dear Ms. Nakada, Mr. Jones, Ms. Reed, and Ms. Peyser:

On behalf of our client, Autozi Internet Technology (Global) Ltd., a Cayman Islands exempted company (the “Company”), we
submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated
May 6, 2024 on the Company’s amendment No. 4 to the Registration Statement on Form F-1 filed on April 25, 2024 (the “Registration Statement”). Concurrently with the
submission of this letter, the Company is filing amendment No. 5 to the Registration Statement on Form F-1 (the “Amendment No. 5”) and certain exhibits via EDGAR to the
Commission.

 The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page
references in the Amendment No. 5 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No. 5.

Exhibit Index, page II-5

1.
 The legal opinion filed as Exhibit 5.1 opines upon “the offering by the Company of certain class A
ordinary shares of par value of US$0.0001 per share.” However, it appears that the par value of the Class A ordinary shares being offered is $0.000001, and the registration statement now seeks to register both a primary offering of shares
by the company and a separate resale offering of shares by selling shareholders. Prior to effectiveness, please file a revised legal opinion that reflects the correct par value and the shares being offered in the resale offering.

 In response to the Staff’s comments, the Company has filed a revised legal opinion in accordance with the
Staff’s instructions.

 1

 Resale Prospectus Cover Page, page ALT

2.
 We note your disclosure that no sales pursuant to the resale prospectus may take place until your
underwritten initial public offering has closed and your Class A ordinary shares have been listed on Nasdaq. However, your statement that “the Selling Shareholders will sell at a price between US$4.00 and US$5.00 per Class A ordinary
share” suggests that the selling shareholders intend to sell before the initial public offering has closed. Please revise here and elsewhere as appropriate for clarity. Additionally, please revise your disclosure in footnote 1 on page ALT-3 that the public offering will take place “concurrently,” as it appears that the selling shareholders will sell their shares only after the public offering has closed.

In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No. 5 on the cover page of the resale
prospectus and pages ALT-1, ALT-3 and ALT-5 accordingly.

3.
 Please revise the alternate front cover page of the resale prospectus to include the China-based issuer
disclosure that is provided on the front cover page of the public offering prospectus.

 In response to the
Staff’s comments, the Company has revised the disclosure in the Amendment No. 5 on the cover pages of the resale prospectus accordingly.

Selling Shareholders, page ALT-3

4.
 Please revise to disclose the nature of any position, office, or other material relationship which any
selling shareholder and/or the persons who have control over the selling shareholders have had within the past three years with the registrant or any of its predecessors or affiliates. Refer to Item 507 of Regulation
S-K and Regulation S-K Compliance and Disclosure Interpretations Question 140.02.

In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No. 5 on pages ALT-3 and ALT-4 accordingly.

 General

5.
 We note your addition of the resale prospectus to the registration statement. Given the size of the resale
offering relative to the number of shares outstanding and given the size of the primary offering, please provide us with a detailed analysis as to why you believe the resale transaction is appropriately characterized as a secondary offering that is
eligible to be made under Rule 415(a)(1)(i), rather than a primary offering in which the selling shareholders are acting as conduits in a distribution to the public and are therefore underwriters selling on your behalf. Include in your analysis
further detail regarding:

•

 how you determined the number of Class A ordinary shares being registered in connection with the resale
offering relative to the number of shares to be offered in the primary offering;

•

 when and how (i.e., background and nature of the transaction) each of the selling shareholders acquired all
Class A ordinary shares they beneficially own;

•

 the nature of the selling shareholders’ businesses;

•

 how the selling shareholders were selected to participate in the resale offering;

•

 whether and why the underwriter believes it will be able to successfully place the securities to be sold in
the IPO and facilitate the creation of a public market in your securities despite the availability of the shares that the selling shareholders could attempt to offer and sell into such market once trading commences; and

•

 why the selling shareholders are not subject to the lock-up
arrangements described in the prospectus for the initial public offering and whether the underwriter(s) sought to have the selling shareholders subjected to such lock-up provisions. In this regard, your
disclosure on page 216 implies that the selling shareholders are only exempt from lock-up provisions with respect to the 3,750,000 resale shares and will be subject to
lock-up with respect to their remaining shares.

 For guidance, refer to
Securities Act Rule Compliance and Disclosure Interpretations Question 612.09.

 The Company respectfully acknowledges the Staff’s
comment. For the reasons set forth below, the Company respectfully submits that Ruida Development Co., Ltd. and Newlight Management Limited (the “Selling

 2

Shareholders,” together with their beneficial owners, collectively, the “Sponsors”) are not alter egos of the Company, and that the proposed resale of the
Company’s Class A ordinary shares by them as contemplated in the Registration Statement is appropriately characterized as a secondary offering that is eligible to be made pursuant to Rule 415(a)(1)(i) of the Securities Act of 1933, as
amended (the “Securities Act”), rather than a primary offering in which the Selling Shareholders are acting as conduits in a distribution to the public.

In making this determination, the Company analyzed, among other factors, the guidance set forth in Securities Act Rules Compliance and
Disclosure Interpretations, Question 612.09 (the “C&DI 612.09”), which identifies six factors to be considered in determining whether a purported secondary offering is really a primary offering. Interpretation 612.19 states:

 “It is important to identify whether a purported secondary offering is really a primary offering, i.e., the selling shareholders are
actually underwriters selling on behalf of an issuer. Underwriter status may involve additional disclosure, including an acknowledgment of the seller’s prospectus delivery requirements. In an offering involving Rule 415 or Form S-3, if the offering is deemed to be on behalf of the issuer, the Rule and Form in some cases will be unavailable (e.g., because of the Form S-3 “public float” test
for a primary offering, or because Rule 415(a)(1)(i) is available for secondary offerings, but primary offerings must meet the requirements of one of the other subsections of Rule 415). The question of whether an offering styled a secondary one is
really on behalf of the issuer is a difficult factual one, not merely a question of who receives the proceeds. Consideration should be given to how long the selling shareholders have held the shares, the circumstances under which they received them,
their relationship to the issuer, the amount of shares involved, whether the sellers are in the business of underwriting securities, and finally, whether under all the circumstances it appears that the seller is acting as a conduit for the
issuer.”

 Each of the above factors mentioned in the C&DI 612.09 is analyzed below.

Factor 1: How long the Selling Shareholders have held the securities.

On July 20, 2012, Autozi Internet Technology Co., Ltd., a company incorporated under the laws of the PRC through which the Group commenced
its commercial operations since June 2010, entered into a share purchase agreement with Mr. Tianyi Yu, pursuant to which Mr. Yu acquired 5.0% of the equity interests in Autozi Internet Technology Co., Ltd. for a consideration of
RMB5.0 million. On December 19, 2013, Autozi Internet Technology Co., Ltd. entered into a share purchase agreement with Ms. Hailan Sun, pursuant to which Ms. Sun acquired 10.0% of the equity interests in Autozi Internet
Technology Co., Ltd. for a consideration of RMB10.0 million. Both Ruida Development Co., Ltd. and Newlight Management Limited are angel investors at very early stages. On July 15, 2021, Autozi Internet Technology (Global) Ltd., or the
Company, was incorporated under the laws of the Cayman Islands as an offshore holding company to facilitate offshore financing of the Group, and Autozi Internet Technology Co., Ltd. has since become a PRC subsidiary of the Company in which the
Company holds 95.0% of the equity interests. As part of the Company’s reorganization for the purpose of its initial public offering and listing on the Nasdaq, in December 2022 and January and August 2023, shareholders of Autozi Internet
Technology Co., Ltd. (or affiliates of such shareholders) were issued ordinary shares of the Company or warrants to purchase ordinary shares of the Company in a pro rata proportion to the shares they held in Autozi Internet Technology Co., Ltd.. As
a result of the reorganization, in January 2023, the Company issued 4,248,300 and 3,401,400 ordinary shares at the then par value of $0.000001 per share to Ruida Development Co., Ltd., a British Virgin Islands company wholly owned by Ms. Sun, and
Newlight Management Limited, a British Virgin Islands company wholly owned by Mr. Yu, respectively. Accordingly, each of the Sponsors has borne the credit and market risk of its investment in the Group for over 10 years prior to filing of the
Registration Statement. The length of time that each of the Sponsors has held its shares demonstrates that the Sponsors acquired such shares with an intention to hold them as an investment and not as underwriters with an intent to distribute them.

 Factor 2: The circumstances under which the Selling Shareholders received the securities.

As described in Factor 1 above, each of the Sponsors acquired the ordinary shares of the Company (and shares of Autozi Internet Technology Co.,
Ltd.) as an investment and not as part of an underwritten offering. In a typical underwritten offering, the issuer issues securities to the underwriter for cash, at a discount to the market price to compensate the underwriter for its selling efforts
and for bearing market risk. The ordinary shares of the Company (or shares of Autozi Internet Technology Co., Ltd.) were not issued to the Sponsors at a discount. All of the shares were acquired before the IPO and before a public market existed for
the

 3

Company’s Class A ordinary shares. Accordingly, the Company respectfully submits that there is nothing about the circumstances of the sale of the Shares that indicates that the
transaction was anything other than what is appears to be – a bona fide private placement of securities with investors designed to meet the Company’s legitimate and both immediate and longer-term funding requirements.

Factor 3: The Selling Shareholders’ relationship with the Company.

The Company does not have an underwriting relationship with any of the Sponsors. Each of the Sponsors has been a long-term investor in the
Group for over a decade. None of the Sponsors had a prior relationship with the Group before acquiring the shares as described above.

Since the Sponsors became investors in the Group in 2012 and 2013, respectively, none of them has served as a director, officer or employee in
any subsidiary of the Group, nor had they had any related-party transactions with the Group (except for the private placement transactions through which they acquired their shares in the Group) or had any material relationships with the Company.
Each of the Sponsors acquired their shares as an investment in the Group and are not acting as conduits for the Company; they are investors, who after being at risk for their investment, are opportunistically seeking partial investment liquidity. To
the extent the Selling Shareholders sell shares pursuant to the Registration Statement, the Selling Shareholders will retain all proceeds therefrom. In contrast, in an underwritten offering, the issuer would receive the proceeds of the offering,
either before or after the sales by the underwriters.

 Each of the Sponsors who have borne the credit and market risk of their investment
in the Group for over a decade prior to filing of the Registration Statement has indicated to the Company about its intent to register and resell a portion of its shares. The Sponsors intended for such registration and resale due to a variety of
business reasons, however, in any case, not for the purposes of conducting an indirect primary offering for the Company. From the point of view of the Company, filing the Registration Statement entails incremental legal, accounting and printing
costs and filing fees with no offsetting monetary benefits to the Company. The Company will not receive any of the proceeds from the offering of shares contemplated by the Registration Statement.

Factor 4: The amount of shares to be sold by the Selling Shareholders.

As of the date of the Amendment No. 5, the Company had 102,481,200 ordinary shares outstanding, which will be automatically re-designated into 67,886,100 Class A ordinary shares and 34,595,100 Class B ordinary shares, respectively, immediately before the completion its primary offering. In addition to the 1,250,000 Class A
ordinary shares that the Company is proposing to offer in its primary offering, the Company seeks to register 3,750,000 of the ordinary shares currently held by the Selling Shareholders which will be automatically
re-designated into 3,750,000 Class A ordinary shares immediately before the completion its primary offering, on behalf of the Selling Shareholders, which represents:

•

 3.7% of the Company’s total number of ordinary shares issued and outstanding as of the date of the Amendment
No. 5; and

•

 5.4% of the Company’s total number of Class A ordinary shares, and 3.6% of the Company’s total
number of share capital (including both Class A ordinary shares and Class B ordinary shares), immediately after the completion of its primary offering.

The number of Class A ordinary shares being registered in connection with the resale offering, relative to the number of Class A ordinary
shares to be offered in the IPO, was determined based on (i) the number that the Selling Shareholders intend to register and resell, and (ii) the total expressed interests in and demand for the Company’s Class A ordinary shares from potential
investors on the mark

United States securities and exchange commission logo
May 6, 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. 4 to Registration Statement on Form F-1
Filed April 25, 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 April 11, 2024 letter.
Amendment No. 4 to Registration Statement on Form F-1 filed April 25, 2024
Exhibit Index, page II-5
1.The legal opinion filed as Exhibit 5.1 opines upon "the offering by the Company of certain
class A ordinary shares of par value of US$0.0001 per share." However, it appears that the
par value of the Class A ordinary shares being offered is $0.000001, and the registration
statement now seeks to register both a primary offering of shares by the company and a
separate resale offering of shares by selling shareholders. Prior to effectiveness, please file
a revised legal opinion that reflects the correct par value and the shares being offered in
the resale offering.

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 May 6, 2024 Page 2
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
May 6, 2024
Page 2
Resale Prospectus Cover Page, page ALT
2.We note your disclosure that no sales pursuant to the resale prospectus may take place
until your underwritten initial public offering has closed and your Class A ordinary shares
have been listed on Nasdaq. However, your statement that "the Selling Shareholders will
sell at a price between US$4.00 and US$5.00 per Class A ordinary share" suggests that
the selling shareholders intend to sell before the initial public offering has closed. Please
revise here and elsewhere as appropriate for clarity. Additionally, please revise your
disclosure in footnote 1 on page ALT-3 that the public offering will take place
"concurrently," as it appears that the selling shareholders will sell their shares only after
the public offering has closed.
3.Please revise the alternate front cover page of the resale prospectus to include the China-
based issuer disclosure that is provided on the front cover page of the public offering
prospectus.
Selling Shareholders, page ALT-3
4.Please revise to disclose the nature of any position, office, or other material relationship
which any selling shareholder and/or the persons who have control over the selling
shareholders have had within the past three years with the registrant or any of its
predecessors or affiliates. Refer to Item 507 of Regulation S-K and Regulation S-K
Compliance and Disclosure Interpretations Question 140.02.
General
5.We note your addition of the resale prospectus to the registration statement. Given the size
of the resale offering relative to the number of shares outstanding and given the size of the
primary offering, please provide us with a detailed analysis as to why you believe the
resale transaction is appropriately characterized as a secondary offering that is eligible to
be made under Rule 415(a)(1)(i), rather than a primary offering in which the selling
shareholders are acting as conduits in a distribution to the public and are therefore
underwriters selling on your behalf. Include in your analysis further detail regarding:
•how you determined the number of Class A ordinary shares being registered in
connection with the resale offering relative to the number of shares to be offered in
the primary offering;
•when and how (i.e., background and nature of the transaction) each of the selling
shareholders acquired all Class A ordinary shares they beneficially own;
•the nature of the selling shareholders' businesses;
•how the selling shareholders were selected to participate in the resale offering;
•whether and why the underwriter believes it will be able to successfully place the
securities to be sold in the IPO and facilitate the creation of a public market in your
securities despite the availability of the shares that the selling shareholders could
attempt to offer and sell into such market once trading commences; and
•why the selling shareholders are not subject to the lock-up arrangements described in

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 May 6, 2024 Page 3
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
May 6, 2024
Page 3
the prospectus for the initial public offering and whether the underwriter(s) sought to
have the selling shareholders subjected to such lock-up provisions. In this regard,
your disclosure on page 216 implies that the selling shareholders are only exempt
from lock-up provisions with respect to the 3,750,000 resale shares and will be
subject to lock-up with respect to their remaining shares.
For guidance, refer to Securities Act Rule Compliance and Disclosure Interpretations
Question 612.09.
            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.

CORRESP
1
filename1.htm

CORRESP

 DLA Piper UK LLP Beijing Representative Office

 20th Floor, South Tower, Beijing Kerry Center

1 Guanghua Road, Chaoyang District

Beijing 100020, China

 T +86 10 8520 0600

 F +86 10 8520 0700

 W www.dlapiper.com

 April 25, 2024

Via EDGAR

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 Washington, D.C. 20549

Attn.:
 Ms. Keira Nakada

 
 Mr. Doug Jones

 
 Ms. Jennie Beysolow

 
 Ms. Lilyanna Peyser

Re:
 Autozi Internet Technology (Global) Ltd.

 
 Response to the Staff’s Comments on

 
 Amendment No.3 to the Registration Statement on Form F-1

 
 Filed on March 21, 2024 (File No. 333-273166)

 Dear Ms. Nakada, Mr. Jones, Ms. Beysolow, and Ms. Peyser:

On behalf of our client, Autozi Internet Technology (Global) Ltd., a Cayman Islands exempted company (the “Company”), we
submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated
April 11, 2024 on the Company’s amendment No.3 to the Registration Statement on Form F-1 filed on March 21, 2024 (the “Amendment No.3”). Concurrently with the submission of
this letter, the Company is filing amendment No.4 to the Registration Statement on Form F-1 (the “Amendment No.4”) and certain exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the
Amendment No.4 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.4.

The Company plans to launch the offering as soon as practicable and appreciates if the Staff could expedite the reviewing process and issue
comments (if any) as soon as possible. The Company greatly appreciates the Commission’s continuing assistance and support in meeting this timetable.

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 crossreference
to the related risk factor on page 77 without restoring prominent disclosure of the failure to file.

 In response to
the Staff’s comments, the Company has revised the disclosure in the Amendment No.4 on page 6 in accordance with the Staff’s instructions.

Risk Factors

 Risks Relating to Our Business
and Industry

 1

 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.

 In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No.4 on
pages 49 and 157 in accordance with the Staff’s instructions. The Company further respectfully submits that the key commercial terms of the additional financing agreements are substantially the same as those of the financing agreements which
have been previously filed as exhibits.

 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.

 In response to the Staff’s comments, the Company has revised the
disclosure in the Amendment No.4 on page F-10 in accordance with the Staff’s instructions.

 In
addition, the Company respectfully advices Staff that the following clarifications:

(1)
 The Company is not liable for any amounts associated with the redemption obligations that only borne by
Mr. Houqi Zhang. For any amounts associated with the redemption obligations the Company is solely or jointly liable for, the Company would recognize these amounts as mezzanine equity, or liabilities when the amount is mandatorily redeemable in
accordance with ASC 480.

(2)
 The misstated redemption obligation was previously borne by both the Company and Mr. Houqi Zhang, thus,
was recognized as mezzanine equity. The Company is released from the redemption obligation according to judicial decision, resulting in the reclassification of the relevant amounts from mezzanine equity to permanent equity.

(3)
 The accrued liability in note 16, which was borne by both the Company and Mr. Houqi Zhang and previously
recognized as mezzanine equity. As a result of the ongoing lawsuit in 2023, the amounts become mandatorily redeemable and shall be classified as a liability in accordance with ASC 480-10-25-4. As of the issuance date of the combined and consolidated financial statements, the lawsuit was ongoing without a final verdict.

If you have any questions regarding the Amendment No.4, please contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

Very truly yours,

 /s/ Yang Ge

Yang Ge

 cc: Yang Ge

 2

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.

CORRESP
1
filename1.htm

CORRESP

DLA Piper UK LLP Beijing Representative Office

 20th Floor, South Tower, Beijing Kerry Center

1 Guanghua Road, Chaoyang District

Beijing 100020, China

 T +86 10 8520 0600

 F +86 10 8520 0700

 W www.dlapiper.com

 March 21, 2024

Via EDGAR

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 Washington, D.C. 20549

Attn.:
 Ms. Keira Nakada

 
 Mr. Doug Jones

 
 Ms. Jennie Beysolow

 
 Ms. Lilyanna Peyser

Re:
 Autozi Internet Technology (Global) Ltd.

 
 Response to the Staff’s Comments on

 
 Amendment No.2 to the Registration Statement on Form F-1

 
 Filed on November 27, 2023 (File No. 333-273166)

 Dear Ms. Nakada, Mr. Jones, Ms. Beysolow, and Ms. Peyser:

On behalf of our client, Autozi Internet Technology (Global) Ltd., a Cayman Islands exempted company (the “Company”), we
submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated
December 18, 2023 on the Company’s amendment No.2 to the Registration Statement on Form F-1 filed on November 27, 2023 (the “Amendment No.2”). Concurrently with the
submission of this letter, the Company is filing amendment No.3 to the Registration Statement on Form F-1 (the “Amendment No.3”) and certain exhibits via EDGAR to the Commission.

The Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the
Amendment No.3 where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the meanings set forth in the Amendment No.3.

The Company plans to launch the offering around the end of March 2024 and appreciates if the Staff could expedite the reviewing process and
issue comments (if any) as soon as possible. The Company greatly appreciates the Commission’s continuing assistance and support in meeting this timetable.

Permissions and Approvals for our Business Operation and Securities Offering, page 6

1.
 Please revise to disclose the status of the information filing for your new car sales operation in the
national automotive circulation information management system, or explain why this disclosure is no longer required. In this regard, we note that you have removed related references and risk factor disclosure.

In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No.3 on pages 7, and 77 in accordance with
the Staff’s instructions.

 1

 Risk Factors

Risks Related to Doing Business in China

 We
may be materially adversely affected if our shareholders…, page 72

2.
 Please revise to disclose the status of your PRC corporate shareholders application to receive the Overseas
Investment Certificate for Enterprises or the Notification to Record filing, or tell us why this disclosure is not required.

In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No.3 on page 73 in accordance with the
Staff’s instructions.

 Compensation of Directors and Officers, page 198

3.
 Please update this disclosure for your most recently completed fiscal year. Refer to Item 6.B of Form 20-F.

 In response to the Staff’s comments, the Company has revised the
disclosure in the Amendment No.3 on page 191 in accordance with the Staff’s instructions.

 The Company respectfully submits that the
CSRC published the notification of its approval of the Company’s completion of the required filing procedures of this offering on January 2, 2024, and the Company has globally revised the disclosure in the Amendment No.3.

If you have any questions regarding the Amendment No.3, please contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

 Very truly yours,

 /s/ Yang Ge

 Yang Ge

 cc: Yang Ge

 2

United States securities and exchange commission logo
December 18, 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.
Amendment No. 2 to Registration Statement on Form F-1
Filed November 27, 2023
File No. 333-273166
Dear Houqi Zhang:
            We have reviewed your amended registration statement and have the following
comments.
            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 September 14, 2023 letter.
Amendment No. 2 for Registration Statement on Form F-1
Permissions and Approvals for our Business Operation and Securities Offering, page 6
1.Please revise to disclose the status of the information filing for your new car sales
operation in the national automotive circulation information management system, or
explain why this disclosure is no longer required. In this regard, we note that you have
removed related references and risk factor disclosure.
Risk Factors
Risks Related to Doing Business in China
We may be materially adversely affected if our shareholders..., page 72
2.Please revise to disclose the status of your PRC corporate shareholders application to

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 December 18, 2023 Page 2
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
December 18, 2023
Page 2
receive the Overseas Investment Certificate for Enterprises or the Notification to Record-
filing, or tell us why this disclosure is not required.
Compensation of Directors and Officers, page 198
3.Please update this disclosure for your most recently completed fiscal year. Refer to Item
6.B of Form 20-F.
            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 Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yang Ge, Esq.

CORRESP
1
filename1.htm

CORRESP

 DLA Piper UK LLP Beijing Representative Office

20th Floor, South Tower, Beijing Kerry Center

1 Guanghua Road, Chaoyang District

Beijing 100020, China

 T +86 10 8520 0600

 F +86 10 8520 0700

 W www.dlapiper.com

 November 27, 2023

Via EDGAR

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 Washington, D.C. 20549

Attn.:
 Ms. Keira Nakada

 Mr. Doug Jones

 Ms. Jennie Beysolow

 Ms. Lilyanna Peyser

Re:
 Autozi Internet Technology (Global) Ltd.

 Response to the Staff’s Comments on

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

 Filed on August 21, 2023 (File No. 333-273166)

 Dear Ms. Nakada, Mr. Jones, Ms. Beysolow, and Ms. Peyser:

On behalf of our client, Autozi Internet Technology (Global) Ltd., a Cayman Islands exempted company (the “Company”), we
submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated
September 14, 2023 on the Company’s registration statement on Form F-1 filed on August 21, 2023 (the “Amendment No.1”).

Concurrently with the submission of this letter, the Company is filing amendment No.2 to the Registration Statement on Form F-1 (the “Amendment No.2”) and certain exhibits via EDGAR to the Commission.

 The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment No.2 where the language addressing a particular comment appears. Capitalized terms used but not
otherwise defined herein have the meanings set forth in the Amendment No.2.

 Capitalization, page 89

1.
 Please disclose in the table the number of shares for each of the Class A and Class B shares
outstanding for each column presented. State the source of any incremental number of shares (i.e., newly issued, converted, exchanged, etc.).

In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No.2 on pages 91 and 92 in accordance with
the Staff’s instructions.

 1

2.
 Note (1) to the table appears to refer to additional issuance of shares to occur. Please ensure the
table clearly reflects all share and monetary amounts associated with these issuances. Additionally, ensure the table reflects the effects of all share issuances, warrant issuances and exercises, and equity investments, occurring subsequent to
March 31, 2023 disclosed in the filing (e.g., page 211, F-70, II-1 to 3) so investors may fully understand your equity structure existing as of the date of the
offering. If useful, consider adding another column to reflect the activity subsequent to March 31, 2023.

 In
response to the Staff’s comments, the Company has revised the disclosure in the Amendment No.2 on pages 91 and 92 in accordance with the Staff’s instructions.

3.
 It appears footnote (2) to the table is the first instance discussed regarding the automatic conversion
of all of the redeemable principal interests. Please provide more details about this conversion, including terms of the conversion and any consideration and/or rights given to the redeemable principal interest holders in the conversion.

 In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No.2 on pages 91
and 92 in accordance with the Staff’s instructions.

 Dilution, page 91

4.
 Please disclose how the 53,740,600 pro forma as adjusted number of ordinary shares shown on page 92 is
determined.

 In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No.2
on pages 93 and 94 in accordance with the Staff’s instructions.

 General

5.
 We note the changes you made to your disclosure including on the cover page and in the summary and risk
factor sections relating to legal and operational risks associated with operating in China and PRC regulations. It is unclear to us that there have been changes in the regulatory environment in the PRC since the amendment that was filed on
July 7, 2023, warranting revised disclosure to mitigate the challenges you face and related disclosures. The Sample Letters to China-Based Companies sought specific disclosure relating to the risk that the PRC government may intervene in or
influence your operations at any time, or may exert control over operations of your business, which could result in a material change in your operations and/or the value of the securities you are registering for sale. We remind you that, pursuant to
federal securities rules, the term “control” (including the terms “controlling,” “controlled by,” and “under common control with”) as defined in Securities Act Rule 405 means “the possession, direct or
indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise.” The Sample Letters also sought specific disclosures relating to
uncertainties regarding the enforcement of laws and that the rules and regulations in China can change quickly with little advance notice. We do not believe that your revised disclosures and removal of references to the PRC government’s
control, influence and interference, as well as uncertainties with respect to the PRC legal system, convey the same risk. Please restore your disclosures in these areas to the disclosures as they existed in the registration statement as of
July 7, 2023.

 In response to the Staff’s comments, the Company has revised the disclosure in the Amendment
No.2 globally in accordance with the Staff’s instructions.

6.
 We note your disclosure that you “have been in the process of filing with the CSRC in connection with
this offering and our listing on the Nasdaq Global Market.” Please revise to disclose the current status of your filing and review with the CSRC.

In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No.2 on cover page, pages 6, 38 and 60 in
accordance with the Staff’s instructions. In addition, the Company respectfully submits that it will duly notify the Staff once it receives the notification of approval from the CSRC.

 2

 If you have any questions regarding the Amendment No.2, please contact the undersigned by
phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

Very truly yours,

 /s/ Yang Ge

 Yang Ge

 cc:    Yang Ge

 3

United States securities and exchange commission logo
September 14, 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.
Amendment No. 1 to Registration Statement on Form F-1
Filed August 21, 2023
File No. 333-273166
Dear Houqi Zhang:
            We have reviewed your amended 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.  Unless we note
otherwise, our references to prior comments are to comments in our July 24, 2023 letter.
Amendment No. 1 to Registration Statement on Form F-1 filed August 21, 2023
Capitalization, page 89
1.Please disclose in the table the number of shares for each of the Class A and Class B
shares outstanding for each column presented.  State the source of any incremental
number of shares (i.e., newly issued, converted, exchanged, etc.).
2.Note (1) to the table appears to refer to additional issuance of shares to occur.  Please
ensure the table clearly reflects all share and monetary amounts associated with these
issuances.  Additionally, ensure the table reflects the effects of all share issuances, warrant
issuances and exercises, and equity investments, occurring subsequent to March 31, 2023

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 September 14, 2023 Page 2
 FirstName LastNameHouqi  Zhang
Autozi Internet Technology (Global) Ltd.
September 14, 2023
Page 2
disclosed in the filing (e.g., page 211, F-70, II-1 to 3) so investors may fully understand
your equity structure existing as of the date of the offering. If useful, consider adding
another column to reflect the activity subsequent to March 31, 2023.
3.It appears footnote (2) to the table is the first instance discussed regarding the automatic
conversion of all of the redeemable principal interests.  Please provide more details about
this conversion, including terms of the conversion and any consideration and/or rights
given to the redeemable principal interest holders in the conversion.
Dilution, page 91
4.Please disclose how the 53,740,600 pro forma as adjusted number of ordinary shares
shown on page 92 is determined
General
5.We note the changes you made to your disclosure including on the cover page and in the
summary and risk factor sections relating to legal and operational risks associated with
operating in China and PRC regulations. It is unclear to us that there have been changes in
the regulatory environment in the PRC since the amendment that was filed on July 7,
2023, warranting revised disclosure to mitigate the challenges you face and related
disclosures. The Sample Letters to China-Based Companies sought specific disclosure
relating to the risk that the PRC government may intervene in or influence your operations
at any time, or may exert control over operations of your business, which could result in a
material change in your operations and/or the value of the securities you are registering
for sale. We remind you that, pursuant to federal securities rules, the term “control”
(including the terms “controlling,” “controlled by,” and “under common control with”) as
defined in Securities Act Rule 405 means “the possession, direct or indirect, of the power
to direct or cause the direction of the management and policies of a person, whether
through the ownership of voting securities, by contract, or otherwise.” The Sample Letters
also sought specific disclosures relating to uncertainties regarding the enforcement of laws
and that the rules and regulations in China can change quickly with little advance notice.
We do not believe that your revised disclosures and removal of references to the PRC
government’s control, influence and interference, as well as uncertainties with respect to
the PRC legal system, convey the same risk. Please restore your disclosures in these areas
to the disclosures as they existed in the registration statement as of July 7, 2023.
6.We note your disclosure that you "have been in the process of filing with the CSRC in
connection with this offering and our listing on the Nasdaq Global Market."  Please revise
to disclose the current status of your filing and review with the CSRC.

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 September 14, 2023 Page 3
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
September 14, 2023
Page 3
            You may 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 Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yang Ge, Esq.

CORRESP
1
filename1.htm

CORRESP

 DLA Piper UK LLP Beijing Representative Office

20th Floor, South Tower, Beijing Kerry Center

 1 Guanghua Road,
Chaoyang District

 Beijing 100020, China

T +86 10 8520 0600

 F +86 10 8520
0700

 W www.dlapiper.com

 August 21, 2023

Via EDGAR

 Division of Corporation Finance

Office of Trade & Services

 Securities and Exchange
Commission

 Washington, D.C. 20549

 Attn.:

Ms. Keira Nakada

Mr. Doug Jones

Ms. Jennie Beysolow

Ms. Lilyanna Peyser

 Re:

 Autozi Internet Technology (Global) Ltd.

Response to the Staff’s Comments on

 Registration
Statement on Form F-1 Filed on July 7, 2023

 Dear Ms. Nakada, Mr. Jones, Ms. Beysolow, and Ms. Peyser:

On behalf of our client, Autozi Internet Technology (Global) Ltd., a Cayman Islands exempted company (the “Company”), we
submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated
July 24, 2023 on the Company’s registration statement on Form F-1 filed on July 7, 2023 (the “Registration Statement”).

Concurrently with the submission of this letter, the Company is filing amendment No.1 to the Registration Statement on Form F-1 (the “Amendment No.1”) and certain exhibits via EDGAR to the Commission.

 The
Staff’s comments are repeated below in bold and are followed by the Company’s responses. We have included page references in the Amendment No.1 where the language addressing a particular comment appears. Capitalized terms used but not
otherwise defined herein have the meanings set forth in the Amendment No.1.

 Prospectus Summary, page 1

1.
 We note your statement that you “are one of the leading and fast-growing lifecycle automotive service
providers in China.” Please revise to disclose the metric(s) by which such statement is measured. Please revise to disclose the basis for this statement and the metric by which you have made this determination. If the statement is based upon
management´s belief, please indicate that this is the case and include an explanation for the basis of the belief.

In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No.1 on pages 1, 137, 140, 141 and 147 in
accordance with the Staff’s instructions.

 Related Party Transactions, page 198

 1

2.
 Please revise to include related party disclosure through the date of the prospectus. As a related matter,
remove the footnote that indicates subsequent information is limited to “...the period from October 1, 2022 to April 30, 2023.” Refer to Item 7.B of Form 20- F.

In response to the Staff’s comments, the Company has revised the disclosure in the Amendment No.1 on pages 200 and 201 in accordance with
the Staff’s instructions.

 Exhibit Index

Exhibit 23.1, page II-5

3.
 Please ensure the consent refers to the proper filing. For example, it presently refers to “Amendment
No. 3 to Form F-1” but this filing has not yet been amended as a public filing to this point in time.

The Company acknowledges the Staff’s comments and has had the auditor revised the consent to the amendment to the Registration Statement
on Form F-1.

 If you have any questions regarding the Amendment No.1, please contact the
undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

 Very truly yours,

/s/ Yang Ge

Yang Ge

 cc: Yang Ge

 2

United States securities and exchange commission logo
July 24, 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.
Registration Statement on Form F-1
Filed July 7, 2023
File No. 333-273166
Dear Houqi Zhang:
            We have reviewed your 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 amending your registration statement and providing the
requested information.  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 any amendment to your registration statement and the information you
provide in response to these comments, we may have additional comments.
Form F-1 Filed July 7, 2023
Prospectus Summary, page 1
1.We note your statement that you "are one of the leading and fast-growing lifecycle
automotive service providers in China."  Please revise to disclose the metric(s) by which
such statement is measured. Please revise to disclose the basis for this statement and the
metric by which you have made this determination. If the statement is based
upon management´s belief, please indicate that this is the case and include an explanation
for the basis of the belief.
Related Party Transactions, page 198
2.Please revise to include related party disclosure through the date of the prospectus. As a

 FirstName LastNameHouqi  Zhang
 Comapany NameAutozi Internet Technology (Global) Ltd.
 July 24, 2023 Page 2
 FirstName LastName
Houqi  Zhang
Autozi Internet Technology (Global) Ltd.
July 24, 2023
Page 2
related matter, remove the footnote that indicates subsequent information is limited to
"...the period from October 1, 2022 to April 30, 2023." Refer to Item 7.B of Form 20- F.
Exhibit Index
Exhibit 23.1, page II-5
3.Please ensure the consent refers to the proper filing.  For example, it presently refers to
"Amendment No. 3 to Form F-1" but this filing has not yet been amended as a public
filing to this point in time.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration.  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            You may 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 Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yang Ge, Esq.

CORRESP
1
filename1.htm

CORRESP

 DLA Piper UK LLP Beijing Representative Office

 20th Floor, South Tower, Beijing Kerry Center

1 Guanghua Road, Chaoyang District

Beijing 100020, China

 T +86 10 8520 0600

 F +86 10 8520 0700

 W www.dlapiper.com

 July 7, 2023

 Via
EDGAR

 Division of Corporation Finance

 Office of
Trade & Services

 Securities and Exchange Commission

Washington, D.C. 20549

Attn.:

Ms. Keira Nakada

Mr. Doug Jones

Ms. Jennie Beysolow

Ms. Lilyanna Peyser

Re:

Autozi Internet Technology (Global) Ltd.
Response to the Staff’s Comments on Amendment No. 3 to Draft Registration Statement on

Form F-1 Submitted June 2, 2023 with CIK No. 0001959726

 Dear Ms. Nakada, Mr. Jones, Ms. Beysolow, and Ms. Peyser:

On behalf of our client, Autozi Internet Technology (Global) Ltd., a Cayman Islands exempted company (the “Company”), we
submit to the staff (the “Staff”) of the Securities and Exchanges Commission (the “Commission”) this letter setting forth the Company’s responses to the comments contained in the Staff’s letter dated
June 26, 2023 on the Company’s Amendment No.3 to Draft Registration Statement on Form F-1 previously submitted on June 2, 2023 (the “Third Revised Draft Registration
Statement”).

 Concurrently with the submission of this letter, the Company is filing its registration statement on Form F-1 (the
“Registration Statement”) and certain exhibits via EDGAR to the Commission.

 The Staff’s comments are repeated below in
bold and are followed by the Company’s responses. We have included page references in the Registration Statement where the language addressing a particular comment appears. Capitalized terms used but not otherwise defined herein have the
meanings set forth in the Registration Statement.

 Business

Our Automotive Service Ecosystem

 New Car
Sales

 Parallel Import Car Sales, page 136

1.
 Please expand the disclosure you provided in response to comment 12 to further explain your inventory risk.
(i.e. timing of control transfer, terms of customer cancellations, and the percentage of deposit retained by you in the event of a customer cancellation) consistent with your revenue recognition accounting policy disclosure.

 1

 In response to the Staff’s comments, the Company has revised the disclosure in the
Registration Statement on page 146 in accordance with the Staff’s instructions.

 Principal Shareholders, page 186

2.
 We note your response to comment 5. Your statement that Fude Jinrong (Shenzhen) Holding Ltd. owns 20% of
Funde Sino and is the largest shareholder of Funde Sino suggests that Fude Jinrong (Shenzhen) Holding Ltd. does not have investment and/or voting control over Funde Sino. Please revise to identify the natural persons or public company with
investment and/or voting control over JiuZhou JY Investment Limited.

 In response to the Staff’s comments, the
Company has revised the disclosure in the Registration Statement on page 197 in accordance with the Staff’s instructions.

 If you
have any questions regarding the Registration Statement, please contact the undersigned by phone at (+86) 10 8520 0616 or via e-mail at yang.ge@dlapiper.com.

Very truly yours,

 /s/ Yang Ge

Yang Ge

cc:

Yang Ge

 2

United States securities and exchange commission logo
June 26, 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.
Amendment No. 3 to Draft Registration Statement on Form F-1
Submitted June 2, 2023
CIK No. 0001959726
Dear Houqi Zhang:
            We have reviewed your amended 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.
Amendment No. 3 to Draft Registration Statement on Form F-1 submitted June 2, 2023
Business
Our Automotive Service Ecosystem
New Car Sales
Parallel Import Car Sales, page 136
1.Please expand the disclosure you provided in response to comment 12 to further explain
your inventory risk. (i.e. timing of control transfer, terms of customer cancellations, and
the percentage of deposit retained by you in the event of a customer cancellation)
consistent with your revenue recognition accounting policy disclosure.

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Principal Shareholders, page 186
2.We note your response to comment 5. Your statement that Fude Jinrong (Shenzhen)
Holding Ltd. owns 20% of Funde Sino and is the largest shareholder of Funde Sino
suggests that Fude Jinrong (Shenzhen) Holding Ltd. does not have investment and/or
voting control over Funde Sino. Please revise to identify the natural persons or public
company with investment and/or voting control over JiuZhou JY Investment Limited.
            You may 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 Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yang Ge, Esq.

United States securities and exchange commission logo
May 17, 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.
Amendment No. 2 to Draft Registration Statement on Form F-1
Submitted April 25, 2023
CIK No. 0001959726
Dear Houqi Zhang:
            We have reviewed your amended 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.
Amendment No.2 to Draft Registration Statement on Form F-1
Cover page
1.We note your response to comment 3, however, your disclosure that “[y][o]ur Class A
ordinary shares may be prohibited to trade on a national exchange or in the over-the-
counter trading market in the United States under the HFCA Act, if the PCAOB
determines that it cannot inspect or fully investigate [y]our auditors for three consecutive
years beginning in 2021” continues to be inconsistent with the fact that your auditor is
subject to inspection at least every two years. Please revise and make conforming changes
throughout the document, including on page 57, to reflect accurate and consistent
disclosure.

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Prospectus Summary
Permissions and Approvals for our Business Operation and Securities Offering, page 6
2.We note your response to comment 4 about obtaining all material permissions and
approvals. Please revise here and elsewhere as appropriate to remove the materiality
qualifier and to disclose each permission or approval that you and your subsidiaries are
required to obtain from Chinese authorities to operate your business and to offer the
securities being registered to foreign investors. Disclose whether you relied on counsel in
determining whether you have obtained required permissions and approvals other than
with respect to the CAC and CSRC and, if not, state why not and the basis for your
determination. State affirmatively whether any permissions or approvals have been
denied.
Conventions that Apply to this Prospectus, page 13
3.We note your response to comment 6. Please revise to ensure that the subsidiaries named
in the footnote are reflected in your company diagram on pages 7 and 97, or tell us why
such disclosure is not necessary.
Risk Factor
The approval of and the filing with the CSRC or other Chinese government authorities may be
required..., page 58
4.We note your response to comment 8. Please revise to clearly state, if true, that you have
not engaged in the prohibited business stipulated in the 2021 Negative List and therefore
are not required to comply and provide the basis for your conclusion.
Principal Shareholders, page 185
5.Please revise footnotes 4 and 5 to the table to identify the natural persons with investment
and/or voting control over CPEC Huakai Private Equity (Fujian) Co., LTD and Funde
Sino Life Insurance Co., Ltd., respectively.
Related Party Transactions, page 187
6.Please update this section to include relevant disclosure as of the date of the prospectus.
Refer to Item 7.B of Form 20-F.
Auto Parts and Auto Accessories Sales, page F-13
7.We note your response to comment 13 that the sales of parts and accessories to MBS
stores through smart-cabinet is a very small portion of your total auto parts and auto
accessories sale and that the major customers of this revenue stream are auto parts
dealers.  Given as such, please clarify the following in your disclosure as it relates to sales
to auto parts dealers:
•Describe the main terms that are set in the frame work contracts (e.g. total quantity

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that may or must be purchased, price, etc.);
•If the price varies based on purchase quantity, describe how you determine the
transaction price;
•Typical duration of the framework contracts; and
•Whether the customer is obligated to prepay the full amount of the minimum
purchase requirement under the contract, if any, or for each order.
8.Refer to your responses to comments 13, 18, 19 and 20. You state your major customer
are auto part dealers in terms of total auto parts and auto accessories sales.  We also note
your statement on page 141 that you conduct your auto parts and auto accessories business
primarily through your MBS store network.  Please reconcile these statements and clarify
the relationship to you between auto part dealers and MBS stores and their roles in your
sales of auto parts and accessories.  Also, you state your sales of parts and accessories to
MBS stores through smart cabinets only accounts for a very small portion of your total
parts and accessories sales.  In view of this and the preceding portion of this comment,
explain to us and disclose as appropriate how parts and accessories are otherwise sold to
MBS stores and the purpose of smart cabinets if they are not a material sales source to
MBS stores.
9.In your revised disclosure here, you state the customer is auto dealers, but it appears MBS
stores are customers as well.  In your responses to comments 13, 18 and 20, you state auto
dealers are your major customers.  Please revise your disclosure here as appropriate, with
consideration to the preceding comment.
Notes to Combined Financial Statements
3. Summary of Significant Accounting Policies
(l) Revenue Recognition
New Car Sales, page F-13
10.You state in your response to comment 12 there is no difference of revenue recognition
policy between the parallel-import car sales and new energy car sales.  However, unlike
parallel-import car sales, new energy cars are sold with an involvement of MBS stores.
Accordingly, please describe for us and disclose the new energy vehicles’ typical sales
process, including the description of the MBS store involvement, fees you incur for the
MBS store involvement, whether MBS stores are exposed to the risk of loss at any point
in the process (e.g., while vehicles are at MBS stores), and any other relevant factors to
support your gross accounting.
11.Refer to your response to comment 15.  Please address the following:
1.In point 8 you state the Group has the right to cancel the potential order before the
Group enters into a firm contract with customers.  Clarify if the Group can cancel
the order even after the ordered vehicle has arrived in port in China.  Clarify if
customers are aware of this right at the time they place potential orders and how they
are made aware of it.
2.In point 8 you state the Group has the right to sell an ordered vehicle that has arrived

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in port to another customer that offers a higher price than the ordering customer.
Clarify if customers are aware of this right at the time they place potential orders and
how they are made aware of it.  Clarify if the ordering customer has any recourse
other than a full refund of its deposit (for example, any penalty to the Group).
3.In point 10 you state the customer can cancel its potential order before entering into
a formal contract.  Clarify if the customer can cancel the order and receive a full
refund of its deposit even after the ordered vehicle has arrived in port.  Tell us if
there are any penalties to customers for canceling orders after vehicles arrive in port.
4.It appears the content of your response is meaningful information to help investors
understand your parallel-import transactions.  Consider providing disclosure
consistent with the response in a suitable place in your filing, as fulsome information
as this does not appear to currently exist in the filing.  Also consider including
additional information in connection with points 1, 2 and 3 of this comment that is
considered meaningful.
12.On page 136 you discuss the cooperation of automotive sales or service stores, including
MBS stores, in regard to parallel import car sales.  Disclosure in the last two sentences of
the last paragraph of that page appears to indicate parallel import sales transactions are
merely facilitated by your platform, suggesting you are an agent in regard to these
transactions.  Please explain to us and disclose as appropriate how all of the points made
in your responses to prior comments 15 and 16 in supporting your assertion that (i) you
have the contracted performance obligation, (ii) you have control of affected vehicles,
particularly in regard to you having inventory risk for them, and (iii) you are the principal
in these sales transactions is consistent with this disclosure.
4. Deconsolidation of Subsidiaries, page F-21
13.Please revise the disclosure you provided in response to comment 24 to clarify whether
you have been legally released from the liabilities previously held by the deconsolidated
subsidiaries.  If not, tell us why it is reasonable to recognize gains for liabilities you are
still obligated to fulfill.
            You may 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 Jennie Beysolow at 202-551-8108 or Lilyanna Peyser at 202-551-3222 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Yang Ge, Esq.

United States securities and exchange commission logo
April 3, 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.
Amendment No.1 to Draft Registration Statement on Form F-1
Submitted March 17, 2023
CIK No. 0001959726
Dear Houqi Zhang:
            We have reviewed your amended 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.
Amendment No. 1 to Draft Registration Statement on Form F-1
Cover page
1.We note your response to comment 3. Please revise to also discuss cash transfer
limitations applicable to Hong Kong, given your Hong Kong subsidiary. Please make
consistent revisions in your prospectus summary and throughout the prospectus.
2.We note your response to comment 5. Please revise to state the source of the cash
management policies you describe, for example whether they are contractual in nature,
pursuant to regulations, internal written policies established by the board, etc.
3.We note your disclosure here and throughout the prospectus that your auditor is subject to

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inspection "at least every three years."  Please tell us why that is the case given the
amendments made to the HFCAA, or revise to reflect that your auditor is subject to
inspection at last every two years.
Prospectus Summary, page 1
4.We note your response to comment 12 and reissue. Please revise your summary section to
disclose each permission or approval that you and 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 CSRC, CAC or other governmental agencies and the basis
for your conclusions. If you did not use counsel in making such determinations, please
state why.  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. Please also revise to make conforming changes in your risk factor disclosure, as
applicable.
Recent Regulatory Developments
CSRC Filing Requirements for Overseas Listing, page 4
5.We note your response to comment 8. Please revise your disclosure here and throughout
the prospectus where you discuss the Trial Measures to state whether you believe you are
required to comply with the Trial Measures and the basis for this determination. If you did
not use counsel to make this determination, please state why. Additionally, expand your
disclosure to discuss the risks to investors if there is a chance that the company lists before
receiving CSRC approval, and whether your offering is contingent upon receipt of
approval from the CSRC.
Conventions that Apply to this Prospectus, page 11
6.We note your response to comment 4. Please revise to clarify your definitions of "PRC
subsidiaries" and "operating subsidiaries" by disclosing under which category each of
your subsidiaries fit. In this regard, we note your disclosure on the cover page that you
conduct your business through Autozi Internet Technology Co., Ltd., an indirect
substantially owned subsidiary of the Company, and 12 first-level operating subsidiaries
owned by Autozi Internet Technology Co., Ltd, and that all of these 13 operating
subsidiaries are established under the laws of the PRC. Please also include definitions of
"the Group," "our Company" and "Hong Kong subsidiaries."

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Failure to obtain, renew, or retain licenses, permits or approvals may affect our ability to conduct
or expand our business..., page 32
7.Please revise this risk factor to clarify whether you believe you are required to obtain each
permission and approval discussed, and to state the basis upon which you made
such determination for each permission and approval discussed. Revise to clarify the
meaning of the following sentence: "In addition to complying with applicable laws and
regulations, including requirements of the CAC and any other Chinese authorities, which
remains uncertain as to whether we are required to obtain any such consent." We note
your statement that "other than those requisite for a domestic company in China to engage
in the businesses similar to ours and as disclosed in this prospectus, [you] are not required
to obtain any additional permission from Chinese governmental authorities...to approve
[y]our current business operations in China"; please revise to clarify which permissions
and approvals are requisite for you to operate your business in China.  Also expand this or
another risk factor, as appropriate, to disclose each permission and approval you are
required to obtain to offer your securities to foreign investors, and to state whether you
have obtained all such required permissions/approvals.
Risk Factor
The approval of and the filing with the CSRC or other Chinese government authorities may be
required, page 55
8.Please revise to state the basis for your determinations regarding whether or not you
are required to obtain each of the permissions and approvals discussed in this risk factor.
Revise to explain why the 2021 Negative List, which has been in effect for over a year, is
"relatively new" and you are, therefore, unable to ascertain whether you "will be subject to
these new requirements."
We are subject to a variety of laws and regulations regarding cybersecurity and data protection...,
page 57
9.We note your response to comment 14.  Please revise your disclosure on page 57 to clarify
whether you relied on the opinion of counsel for your reasoning about why you believe
that neither you nor any of our PRC subsidiaries are subject to the cybersecurity review by
the CAC under the 2022 Cybersecurity Review Measures with respect to the offering of
your securities or the business operations of your PRC subsidiaries. If you did not, please
state why and the basis for your determination. Here and elsewhere where you state that
you are "applying for cybersecurity review," please provide further disclosure regarding
why you are doing so when you do not believe you are required to and how this
application process may affect your ability to conduct/complete this offering and the
timing thereof.

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Management Discussion and Analysis and Results of Operations
Going Concern, page 102
10.We note your response to comment 22. Please revise to outline the material terms of the
agreements related to financing from third-party investors, related parties and bank
borrowings.  Discuss the duration of the agreement including the status of your
negotiations to extend bank loans, convertible bonds and corresponding interests payable
as discussed on page 104, repayment arrangements and other material
requirements.  Please also file the agreements as exhibits to the registration statement. See
Item 601(b)(10) of Regulation S-K. Alternatively, please tell us why you are not required
to do so.
Financial Statements, page F-1
11.Refer to your response to comment 29.  Although retroactive application of the
Reorganization is appropriate as you state, the Reorganization is a combined group of
commonly controlled entities for which presentation of combined financial statements is
appropriate pursuant to the definition of "combined financial statements" in ASC 810-10-
20 and guidance in ASC 810-10-45-10 and 55-1B.  Please revise your presentation
accordingly and obtain and file an audit report that references the financial statements as
“combined.”
Notes to Consolidated Financial Statements
Note 1. Organization and principal activities
(a) Principal activities, page F-7
12.We note in your response to comment 33 you will vigorously develop new energy vehicle
sales pattern in the future.  Though revenues from new energy vehicle sales only account
for a small amount at this time, please disclose your accounting policy for new energy
vehicle sales and related cost of revenue given your expected increased focus on these
sales.  Your disclosure should include all details necessary for an investor to fully and
clearly understand how revenues from and associated costs of sales of new energy
vehicles are determined and accounted for.
13.Refer to your response to comment 33 regarding MBS stores.  Please:
1.Clarify in your disclosure if your parts and accessories on site at the stores are sold
to the stores solely for their use in performing insurance related services for you or if
you additionally sell parts and accessories to the stores for use in conducting their
own services including walk in sales.
2.Clarify for us the reason for only an immaterial quantity of on-site products
mentioned in (2), how such amount is sufficient for stores to fully and timely
perform services, and who determines the amount of inventory to be located in
stores and how the amount is determined.
3.Clarify for us what “in bulk” means in (3) regarding the Group generating revenue

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from providing services to insurance companies.
4.When you pay stores for the service cost of insurance services the stores perform,
clarify in your disclosure if the cost includes the value of parts and accessories you
sold to the stores for their use in performing the services and is factored by you into
the amount you bill insurance companies.
14.On page 136 in regard to material terms in your MBS store agreements you mention you
are obligated to pay service fees to the stores for the conclusion of automotive sales
transactions.  Please tell us where your accounting treatment of this is addressed in the
notes to the financial statements.  You also mention you usually charge a one-off initial
fee to stores on an annual basis.  Please explain to us and disclose what this represents and
how this is addressed in your revenue recognition policy.
(l) Revenue recognition
New car sales, page F-13
15.Please address the following as they pertain to your parallel import car transactions and
revise your disclosures to incorporate your responses as appropriate.
1.In the response to comment 35 you state you first receive “potential” orders from
downstream customers.  Explain why the orders are considered as potential.  Explain
what your obligation is regarding potential orders.  If orders are tentative, explain
how and when they become firm.  If orders/sales contracts are cancellable by either
party, explain when this can occur and under what circumstances, and the
consequences to each of you and customers (e.g., deposits are refundable, penalties,
fees).
2.Explain whether customer orders specify the desired vehicle.  If not, explain what
orders represent and when specification of vehicles is made and how.
3.The point in time a contract is established with customers and what evidences that a
contract has been established.  In this regard, you state in the response to comment
35 you enter into the contract and sell vehicle to end customers when vehicles are
available at port warehouse.  If this is true, explain why this is the case, and why a
contract is not established when the specific vehicle is identified and agreed to by
the customer.
4.The point in time when customers know the price of vehicles, and what evidences
this and customers’ acceptance of the price.  Explain how the complete and full sale
price is established.  Explain how and when the amount of the full deposit for the
purchase price is determined and collected from customers.
5.Which party specifies customizations of vehicles, when and where do
customizations occur, and who performs the customizations.  At what point is
vehicle pricing adjusted for customizations, when are customers notified of the
adjusted price and when do customers accept the final adjusted price and how is this
evidenced.
6.Explain whether the full deposit for the purchase price you collect from customers
includes adjustments to the vehicle sale price for customizations.  If so, state when

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this occurs.
7.In 6(1) of the response to comment 35 you state aspects of what you believe denotes
you obtain control and legal title of vehicles.  Explain the point in time you obtain
title/ownership.  Explain to us whether it is your name or the customer’s name that is
on each of the documents mentioned.  If it is your name, explain when the
documents become in the name of customers.  Explain the point in time
ownership/title transfers to customers and what evidences this.
8.Explain how you are able to direct the use of vehicles as stated in the response to
comment 35(6) when you are fulfilling specific orders for specific customers from
whom you have collected full deposits for the purchase price of the vehicles.
9.Explain the circumstances if vehicles do not pass customs and consequences to each
of you, customers and suppliers.
10.In the response to comment 35(6), you state you do not have unconditional right to
return vehicles to the upstream importer.  Explain who the “upstream importer” is.
State whether there are any cancellation/return provisions with the upstream
importer and/or suppliers and the consequences to each party when there is a
cancellation or return.
16.In regard to your parallel import car transactions, you state in the response to comment 35
that you bear the risk of loss due to physical damage, decline in value or obsolescence.
Please address how you have the risk of loss concerning the following:
1.A decline in value, obsolescence or other risk of loss when you are fulfilling specific
orders of specific customers and you collect full deposits for the purchase price from
the customers from which to pay the cost of the vehicles to suppliers. Since you
obtain vehicles to satisfy specific orders for them, it appears you do not possess the
vehicles any longer than necessary to perform the required steps to complete the sale
and transfer of the vehicles.
2.Physical damage when you state in the response to comment 37 that the end

United States securities and exchange commission logo
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

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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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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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 Comapany NameAutozi Internet Technology (Global) Ltd.
 February 16, 2023 Page 4
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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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 February 16, 2023 Page 5
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Autozi Internet Technology (Global) Ltd.
February 16, 2023
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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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 Comapany NameAutozi Internet Technology (Global) Ltd.
 February 16, 2023 Page 6
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February 16, 2023
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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